Exhibit
4.1 


 


EXECUTION
VERSION


	 


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,

as Depositor


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Master Servicer and as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


October 1,
2017


 


JPMDB
Commercial Mortgage Securities Trust 2017-C7

Commercial Mortgage Pass-Through Certificates


 


Series
2017-C7


	 








 




    


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	7
	 	 
	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	135
	 	 
	ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	137
	 	 
	Section 2.01	Conveyance of Mortgage Loans	137
	Section 2.02	Acceptance by Trustee	144
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	148
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	165
	Section 2.05	Creation of the Grantor Trust	165
	 	 	 
	ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND	166
	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	166
	Section 3.02	Collection of Mortgage Loan Payments	173
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	179
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account,the Upper-Tier REMIC
    Distribution Account, the Class VRR Distribution Account, the Companion Distribution Account, the Interest Reserve Account,
    the Excess Interest Distribution Account, the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate
    Gain-on-Sale Reserve Account	183
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	190
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	202
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	204
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	209
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	214
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	218
	Section 3.11	Servicing Compensation	219
	Section 3.12	Inspections; Collection of Financial Statements	226
	Section 3.13	Access to Certain Information	232
	Section 3.14	Title to REO Property; REO Account	246
	Section 3.15	Management of REO Property	247


 






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	Section 3.16	Sale of Defaulted Loans and REO Properties	250
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	256
	Section 3.18	Modifications, Waivers, Amendments and Consents	259
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer;Recordkeeping; Asset Status Report	268
	Section 3.20	Sub-Servicing Agreements	275
	Section 3.21	Interest Reserve Account	279
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	279
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder;Certain Rights and Powers of Directing Certificateholder	280
	Section 3.24	Intercreditor Agreements	283
	Section 3.25	Rating Agency Confirmation	286
	Section 3.26	The Operating Advisor	288
	Section 3.27	Companion Paying Agent	294
	Section 3.28	Companion Register	295
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	296
	Section 3.30	[Reserved]	297
	Section 3.31	[Reserved]	297
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	297
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	298
	Section 3.34	Processing and Consent	299
	 	 	 
	ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS	300
	 	 
	Section 4.01	Distributions	300
	Section 4.02	Distribution Date Statements; CREFCR Investor Reporting Packages;Grant of Power of Attorney	320
	Section 4.03	P&I Advances	327
	Section 4.04	Allocation of Realized Losses	329
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	331
	Section 4.06	Grantor Trust Reporting	336
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A	 
	 	Forum and Document Request Tool	337
	Section 4.08	Secure Data Room	340
	 	 	 
	ARTICLE V THE CERTIFICATES	341
	 	 
	Section 5.01	The Certificates	341
	Section 5.02	Form and Registration	342
	Section 5.03	Registration of Transfer and Exchange of Certificates	345
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	355
	Section 5.05	Persons Deemed Owners	355
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	355
	Section 5.07	Maintenance of Office or Agency	356
	Section 5.08	Appointment of Certificate Administrator	356


 






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	Section 5.09	Exchanges of Exchangeable Certificates and Class VRR Certificates	357
	Section 5.10	Voting Procedures	361
	 	 	 
	ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER,THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER	363
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer,Special Servicer, the Operating Advisor and the Asset Representations Reviewer	363
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor,the Special Servicer and the Asset Representations Reviewer	369
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	369
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	371
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	376
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	377
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	377
	Section 6.08	The Directing Certificateholder	377
	Section 6.09	The Risk Retention Consultation Party	384
	 	 	 
	ARTICLE VII SERVICER TERMINATION EVENTS	386
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	386
	Section 7.02	Trustee to Act; Appointment of Successor	394
	Section 7.03	Notification to Certificateholders	396
	Section 7.04	Waiver of Servicer Termination Events	396
	Section 7.05	Trustee as Maker of Advances	397
	 	 
	ARTICLE VIII CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	397
	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	397
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	399
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	401
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	402
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	402
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	403
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	404
	Section 8.08	Successor Trustee or Certificate Administrator	407


 






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	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	408
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	408
	Section 8.11	Appointment of Custodians	409
	Section 8.12	Representations and Warranties of the Trustee	409
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	410
	Section 8.14	Representations and Warranties of the Certificate Administrator	411
	Section 8.15	Compliance with the PATRIOT Act	412
	 	 	 
	ARTICLE IX TERMINATION	412
	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	412
	Section 9.02	Additional Termination Requirements	416
	 	 	 
	ARTICLE X ADDITIONAL REMIC PROVISIONS	417
	 	 
	Section 10.01	REMIC Administration	417
	Section 10.02	Use of Agents	420
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	421
	Section 10.04	Appointment of REMIC Administrators	421
	 	 	 
	ARTICLE XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE 422
	 
	Section 11.01	Intent of the Parties; Reasonableness	422
	Section 11.02	Succession; Subcontractors	423
	Section 11.03	Filing Obligations	425
	Section 11.04	Form 10-D and Form ABS-EE Filings	426
	Section 11.05	Form 10-K Filings	430
	Section 11.06	Sarbanes-Oxley Certification	432
	Section 11.07	Form 8-K Filings	434
	Section 11.08	Form 15 Filing	436
	Section 11.09	Annual Compliance Statements	436
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	438
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	440
	Section 11.12	Indemnification	441
	Section 11.13	Amendments	443
	Section 11.14	Regulation AB Notices	444
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	444
	Section 11.16	Certain Matters Regarding Significant Obligors	449
	Section 11.17	Impact of Cure Period	449
	 	 	 
	ARTICLE XII THE ASSET REPRESENTATIONS REVIEWER	449
	 	 
	Section 12.01	Asset Review	449
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	455


 






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	Section 12.03	Resignation of the Asset Representations Reviewer	457
	Section 12.04	Restrictions of the Asset Representations Reviewer	457
	Section 12.05	Termination of the Asset Representations Reviewer	458
	 	 	 
	ARTICLE XIII MISCELLANEOUS PROVISIONS	461
	 	 
	Section 13.01	Amendment	461
	Section 13.02	Recordation of Agreement; Counterparts	465
	Section 13.03	Limitation on Rights of Certificateholders	466
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	467
	Section 13.05	Notices	467
	Section 13.06	Severability of Provisions	471
	Section 13.07	Grant of a Security Interest	472
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	472
	Section 13.09	Article and Section Headings	473
	Section 13.10	Notices to the Rating Agencies	473
	Section 13.11	PNC Bank, National Association	474









 






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EXHIBITS


	 	 
	Exhibit
    A-1	Form
    of Class A-1 Certificate
	Exhibit
    A-2	Form
    of Class A-2 Certificate
	Exhibit
    A-3	Form
    of Class A-3 Certificate
	Exhibit
    A-4	Form
    of Class A-4 Certificate
	Exhibit
    A-5	Form
    of Class A-5 Certificate
	Exhibit
    A-6	Form
    of Class A-SB Certificate
	Exhibit
    A-7	Form
    of Class X-A Certificate
	Exhibit
    A-8	Form
    of Class X-B Certificate
	Exhibit
    A-9	Form
    of Class X-D Certificate
	Exhibit
    A-10	Form
    of Class A-S Certificate
	Exhibit
    A-11	Form
    of Class B Certificate
	Exhibit
    A-12	Form
    of Class C Certificate
	Exhibit
    A-13	Form
    of Class D Certificate
	Exhibit
    A-14	Form
    of Class E-RR Certificate
	Exhibit
    A-15	Form
    of Class F-RR Certificate
	Exhibit
    A-16	Form
    of Class G-RR Certificate
	Exhibit
    A-17	Form
    of Class R Certificate
	Exhibit
    A-18	Form
    of Class Z Certificate
	Exhibit
    A-19	Form
    of Class VRR Certificate
	Exhibit
    A-20	Form
    of Class VRR-A1 Certificate
	Exhibit
    A-21	Form
    of Class VRR-A2 Certificate
	Exhibit
    A-22	Form
    of Class VRR-A3 Certificate
	Exhibit
    A-23	Form
    of Class VRR-A4 Certificate
	Exhibit
    A-24	Form
    of Class VRR-A5 Certificate
	Exhibit
    A-25	Form
    of Class VRR-ASB Certificate
	Exhibit
    A-26	Form
    of Class VRR-AS Certificate
	Exhibit
    A-27	Form
    of Class VRR-B Certificate
	Exhibit
    A-28	Form
    of Class VRR-C Certificate
	Exhibit
    A-29	Form
    of Class VRR-D Certificate
	Exhibit
    A-30	Form
    of Class VRR-E Certificate
	Exhibit
    A-31	Form
    of Class VRR-F Certificate
	Exhibit
    A-32	Form
    of Class VRR-G Certificate
	Exhibit
    B	Mortgage
    Loan Schedule
	Exhibit
    C	Form
    of Investment Representation Letter
	Exhibit
    D-1	Form
    of Transferee Affidavit
	Exhibit
    D-2	Form
    of Transferor Letter
	Exhibit
    D-3	Form
    of Transferee Certificate for Transfers of Horizontal Risk Retention Certificates
	Exhibit
    D-4	Form
    of Transferor Certificate for Transfers of Horizontal Risk Retention Certificates
	Exhibit
    D-5	Form
    of Transferee Certificate for Transfer of Vertical Risk Retention Certificates
	Exhibit
    D-6	Form
    of Transferor Certificate for Transfer of Vertical Risk Retention Certificates



 






    -vi-


     


    

 


	Exhibit
    E	Form
    of Request for Release
	Exhibit
    F-1	Form
    of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit
    F-2	Form
    of ERISA Representation Letter regarding Class R and Class Z Certificates
	Exhibit
    G	Form
    of Distribution Date Statement
	Exhibit
    H	Form
    of Omnibus Assignment
	Exhibit
    I	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during
    Restricted Period
	Exhibit
    J	Form
    of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
    Period
	Exhibit
    K	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during
    Restricted Period
	Exhibit
    L	Form
    of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
    Period
	Exhibit
    M	Form
    of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit
    N	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit
    O	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit
    P-1A	Form
    of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling
    Class Certificateholder)
	Exhibit
    P-1B	Form
    of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit
    P-1C	Form
    of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling
    Class Certificateholder)
	Exhibit
    P-1D	Form
    of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit
    P-1E	Form
    of Notice of Excluded Controlling Class Holder
	Exhibit
    P-1F	Form
    of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit
    P-1G	Form
    of Certification of Directing Certificateholder
	Exhibit
    P-2	Form
    of Certification for NRSROs
	Exhibit
    P-3	Online
    Market Data Provider Certification
	Exhibit
    Q	Custodian
    Certification/Exception Report
	Exhibit
    R	Form
    of Power of Attorney for Master Servicer and Special Servicer
	Exhibit
    S	Initial
    Companion Holders
	Exhibit
    T	Form
    of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit
    U	Form
    of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit
    V	Form
    of Operating Advisor Annual Report
	Exhibit
    W	Form
    of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit
    X	Form
    of Confidentiality Agreement



 






    -vii-


     


    

 


	Exhibit
    Y	Form
    Certification to be Provided with Form 10-K
	Exhibit
    Z-1	Form
    of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit
    Z-2	Form
    of Certification to be Provided to Depositor by Master Servicer
	Exhibit
    Z-3	Form
    of Certification to be Provided to Depositor by Special Servicer
	Exhibit
    Z-4	Form
    of Certification to be Provided to Depositor by Trustee
	Exhibit
    Z-5	Form
    of Certification to be Provided to Depositor by Operating Advisor
	Exhibit
    Z-6	Form
    of Certification to be Provided to Depositor by Custodian
	Exhibit
    Z-7	Form
    of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit
    AA	Servicing
    Criteria to be Addressed in Assessment of Compliance
	Exhibit
    BB	Additional
    Form 10-D Disclosure
	Exhibit
    CC	Additional
    Form 10-K Disclosure
	Exhibit
    DD	Form 8-K
    Disclosure Information
	Exhibit
    EE	Additional
    Disclosure Notification
	Exhibit
    FF	Initial
    Sub-Servicers
	Exhibit
    GG	Servicing
    Function Participants
	Exhibit
    HH	Form
    of Annual Compliance Statement
	Exhibit
    II	Form
    of Report on Assessment of Compliance with Servicing Criteria
	Exhibit
    JJ	CREFC®
    Payment Information
	Exhibit
    KK	Form
    of Notice of Additional Indebtedness Notification
	Exhibit
    LL	Form
    of Notice of Exchangeable Certificates for the Class VRR Certificates
	Exhibit
    MM	Additional
    Disclosure Notification (Accounts)
	Exhibit
    NN	Form
    of Notice of Purchase of Controlling Class Certificate
	Exhibit
    OO	Form
    of Asset Review Report
	Exhibit
    PP	Form
    of Asset Review Report Summary
	Exhibit
    QQ-A	JPM
    Asset Review Procedures
	Exhibit
    QQ-B	GACC
    Asset Review Procedures
	Exhibit
    RR	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit
    SS	Form
    of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit
    TT	Certificate
    Administrator Receipt of the Risk Retention Certificates
	Exhibit
    UU-1	Form
    for Exercising Voting Rights for Non-Borrower Party
	Exhibit
    UU-2	Form
    for Exercising Voting Rights for Borrower Party
	Exhibit
    VV	Certification
    of Risk Retention Consultation Party
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage
    Loans With Additional Debt
	Schedule 2	Class
    A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage
    Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves Exceeding 10% of
    the Stated Principal Balance of the Mortgage Pool as of the Cut-off Date




 



    -viii-


     


    





 


This Pooling and Servicing
Agreement is dated and effective as of October 1, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class VRR-A1 Specific Grantor Trust Assets, the Class VRR-A2 Specific
Grantor Trust Assets, the Class VRR-A3 Specific Grantor Trust Assets, the Class VRR-A4 Specific Grantor Trust Assets, the Class
VRR-A5 Specific Grantor Trust Assets, the Class VRR-ASB Specific Grantor Trust Assets, the Class VRR-AS Specific Grantor Trust
Assets, the Class VRR-B Specific Grantor Trust Assets, the Class VRR-C Specific Grantor Trust Assets, the Class VRR-D Specific
Grantor Trust Assets, the Class VRR-E Specific Grantor Trust Assets, the Class VRR-F Specific Grantor Trust Assets, the Class VRR-G
Specific Grantor Trust Assets, the Class VRR Specific Grantor Trust Assets and the Class Z Specific Grantor Trust Assets shall
be classified as a trust under section 301.7701-4(c) of the Treasury regulations and that the beneficial owners of the interests
in such assets shall be treated as the “owners” of such assets under subpart E, part I of subchapter J of the Code
for federal income tax purposes (such portion, the “Grantor Trust”). As provided herein, the Certificate Administrator
shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust
maintains its status as a trust the beneficiaries of which are treated as the owners under federal income tax law and not be treated
as part of any Trust REMIC.


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of the Excess Interest) and will issue the Class LA1, Class LA2, Class LA3, Class LA4,
Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LVRRA1, Class LVRRA2,
Class LVRRA3, Class LVRRA4, Class LVRRA5, Class LVRRASB, Class LVRRAS, Class LVRRB, Class LVRRC, Class LVRRD, Class LVRRE,


 



    -1-


     


    

 


Class
LVRRF and Class LVRRG Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence the
“regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated
Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC and is represented by the
Class R Certificates.


 


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


 


	Class
Designation or 

Interest
	 	Interest
Rate


	 	Original
Lower-Tier Principal Amount
	 
	Class LA1	 	 	(1	)	 	$	27,657,000.00	 
	Class LA2	 	 	(1	)	 	$	54,016,000.00	 
	Class LA3	 	 	(1	)	 	$	60,700,000.00	 
	Class LA4	 	 	(1	)	 	$	275,000,000.00	 
	Class LA5	 	 	(1	)	 	$	287,683,000.00	 
	Class LASB	 	 	(1	)	 	$	47,404,000.00	 
	Class LAS	 	 	(1	)	 	$	104,807,000.00	 
	Class LB	 	 	(1	)	 	$	55,091,000.00	 
	Class LC	 	 	(1	)	 	$	45,685,000.00	 
	Class LD	 	 	(1	)	 	$	47,029,000.00	 
	Class LE-RR	 	 	(1	)	 	$	21,499,000.00	 
	Class LF-RR	 	 	(1	)	 	$	12,093,000.00	 
	Class LG-RR	 	 	(1	)	 	$	36,279,296.00	 
	Class LVRRA1	 	 	(1	)	 	$	781,898.20	 
	Class LVRRA2	 	 	(1	)	 	$	1,527,100.31	 
	Class LVRRA3	 	 	(1	)	 	$	1,716,065.40	 
	Class LVRRA4	 	 	(1	)	 	$	7,774,596.14	 
	Class LVRRA5	 	 	(1	)	 	$	8,133,160.51	 
	Class LVRRASB	 	 	(1	)	 	$	1,340,170.75	 
	Class LVRRAS	 	 	(1	)	 	$	2,963,025.81	 
	Class LVRRB	 	 	(1	)	 	$	1,557,491.91	 
	Class LVRRC	 	 	(1	)	 	$	1,291,572.45	 
	Class LVRRD	 	 	(1	)	 	$	1,329,569.03	 
	Class LVRRE	 	 	(1	)	 	$	607,803.79	 
	Class LVRRF	 	 	(1	)	 	$	341,884.33	 
	Class LVRRG	 	 	(1	)	 	$	1,025,661.36	 
	Class LR	 	 	     None(2)	 	 	None(2)     	 



 


 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B,


 



    -2-


     


    

 


Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and the Class VRR Trust
Components, each of which represents a “regular interest” in the Upper-Tier REMIC created hereunder. The initial pass-through
rates and original certificate balance or notional amount of each Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR regular interests
in the Upper-Tier REMIC will be the same as the initial pass-through rates and original certificate balance or notional amount
of its corresponding Certificate as shown by the table below and the initial pass-through rates and original balance or notional
amount of each Class VRR Trust Component will be the same as the initial pass-through rates and original balance or notional amount
of its corresponding uncertificated interest as shown by the table below.


 


The Upper-Tier REMIC
will also issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR 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 Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier
REMIC Distribution Account after distributing the Upper-Tier Distribution Amount will be deemed distributed to the Class UR Interest
and shall be payable to the Holders of the Class R Certificates.


 


THE CERTIFICATES OTHER THAN GRANTOR
TRUST CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate
initial principal amount (the “Original Certificate Balance”) for each Class of Principal Balance Certificates
(other than the certificates issued by the Grantor Trust and representing the Specific Grantor Trust Assets) or initial Notional
Amount for each Class of Class X Certificates (the “Original Notional Amount”), as applicable:


 


	Certificates 
	 	Initial Pass-Through 

Rate


	 	Original
Certificate Balance/ Notional Amount
	 
	Class A-1 Certificates	 	 	2.0808	%	 	$	27,657,000.00	 
	Class A-2 Certificates	 	 	3.1247	%	 	$	54,016,000.00	 
	Class A-3 Certificates	 	 	3.0477	%	 	$	60,700,000.00	 
	Class A-4 Certificates	 	 	3.1467	%	 	$	275,000,000.00	 
	Class A-5 Certificates	 	 	3.4092	%	 	$	287,683,000.00	 
	Class A-SB Certificates	 	 	3.2419	%	 	$	47,404,000.00	 
	Class X-A Certificates	 	 	1.0585	%(1)	 	$	857,267,000.00	(2)
	Class X-B Certificates	 	 	0.1856	%(1)	 	$	100,776,000.00	(2)
	Class X-D Certificates	 	 	1.3249	%(1)	 	$	47,029,000.00	(2)
	Class A-S Certificates	 	 	3.7125	%	 	$	104,807,000.00	 
	Class B Certificates	 	 	3.9854	%	 	$	55,091,000.00	 
	Class C Certificates	 	 	4.3249	%	 	$	45,685,000.00	 
	Class D Certificates	 	 	3.0000	%	 	$	47,029,000.00	 
	Class E-RR Certificates	 	 	4.3249	%	 	$	21,499,000.00	 



 






    -3-


     


    

 


	Certificates 
	 	Initial Pass-Through 

Rate


	 	Original
Certificate Balance/ Notional Amount
	 
	Class F-RR Certificates	 	 	4.3249	%	 	$	12,093,000.00	 
	Class G-RR Certificates	 	 	4.3249	%	 	$	36,279,296.00	 
	Class R Certificates	 	 	None(4)	 	 	 	N/A        	 



 


	THE UNCERTIFICATED TRUST COMPONENTS
	 
	Uncertificated Trust

 Components 	 	 	Initial Pass-Through 

Rate	 	Original Balance/ Notional Amount	 
	Class VRR-A1 Trust Component	 	 	(3	)	 	$	781,898.20	 
	Class VRR-A2 Trust Component	 	 	(3	)	 	$	1,527,100.31	 
	Class VRR-A3 Trust Component	 	 	(3	)	 	$	1,716,065.40	 
	Class VRR-A4 Trust Component	 	 	(3	)	 	$	7,774,596.14	 
	Class VRR-A5 Trust Component	 	 	(3	)	 	$	8,133,160.51	 
	Class VRR-ASB Trust Component	 	 	(3	)	 	$	1,340,170.75	 
	Class VRR-AS Trust Component	 	 	(3	)	 	$	2,963,025.81	 
	Class VRR-B Trust Component	 	 	(3	)	 	$	1,557,491.91	 
	Class VRR-C Trust Component	 	 	(3	)	 	$	1,291,572.45	 
	Class VRR-D Trust Component	 	 	(3	)	 	$	1,329,569.03	 
	Class VRR-E Trust Component	 	 	(3	)	 	$	607,803.79	 
	Class VRR-F Trust Component	 	 	(3	)	 	$	341,884.33	 
	Class VRR-G Trust Component	 	 	(3	)	 	$	1,025,661.36	 
	 	 	 	 	 	 	 	 	 






 






		(1)	The
                                         Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with
                                         the definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for
                                         the Class X-B Certificates will be calculated in accordance with the definition of “Class
                                         X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will
                                         be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.



 


		(2)	None
                                         of the Class X-A, Class X-B or Class X-D Certificates will have a Certificate Balance;
                                         rather, such Classes will accrue interest as provided herein on the Class X-A Notional
                                         Amount, the Class X-B Notional Amount or the Class X-D Notional Amount, as applicable.



 


		(3)	The
                                         effective interest rate of the Vertical Risk Retention Certificates and the Class VRR
                                         Trust Components (the “VRR Interest Rate”) on each Distribution Date
                                         will be a per annum rate equal to the Weighted Average Net Mortgage Rate. During
                                         the initial Interest Accrual Period, it is expected that the VRR Interest Rate will equal
                                         approximately 4.3249%.



 





		(4)	The
Class R Certificates will not have a Certificate Balance or a Notional Amount, and will not bear interest or be entitled to
distributions of Prepayment Premiums or


 


 



    -4-


     


    

 


Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC
and Upper-Tier REMIC Distribution Accounts after all required distributions under this Agreement have been made to each Class of
Regular Certificates and the Trust Components will be deemed distributed to the Class LR Interest and Class UR Interest as the
case may be, and shall be payable to the Holders of the Class R Certificates.


 


The foregoing REMIC structure
is intended to cause the maximum amount of cash flow from the commercial mortgage loans and other assets held by the Lower-Tier
REMIC to be payable on the Upper-Tier REMIC regular interests without any shortfall—actual or potential (other than for credit
losses). To the extent that the structure is believed to diverge from such intention the parties identifying such ambiguity shall
notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will
to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but
with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance
with Section 13.01.


 


THE GRANTOR TRUST


 


The Grantor Trust shall
hold the Class VRR Trust Components and Class Z Specific Grantor Trust Assets and shall issue the Class VRR-A1, Class VRR-A2, Class
VRR-A3, Class VRR-A4, Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F,
Class VRR-G, Class VRR and Class Z Certificates. Each Certificate shall represent undivided beneficial interests in the corresponding
Class VRR Trust Components or Class Z Specific Grantor Trust Assets as set forth in the following table. As provided herein, the
Certificate Administrator shall not take any actions to cause the portion of the Trust Fund referred to as the Grantor Trust to
(i) fail to maintain its status as a trust the beneficiaries of which are treated as the owners under federal income tax law or
(ii) to be treated as part of any Trust REMIC.


 


	
        Class Designation
	 	
        Corresponding Grantor Trust
Assets

	Class VRR-A1	 	Class VRR-A1 Specific Grantor Trust Assets
	Class VRR-A2	 	Class VRR-A2 Specific Grantor Trust Assets
	Class VRR-A3	 	Class VRR-A3 Specific Grantor Trust Assets
	Class VRR-A4	 	Class VRR-A4 Specific Grantor Trust Assets
	Class VRR-A5	 	Class VRR-A5 Specific Grantor Trust Assets
	Class VRR-ASB	 	Class VRR-ASB Specific Grantor Trust Assets
	Class VRR-AS	 	Class VRR-AS Specific Grantor Trust Assets
	Class VRR-B	 	Class VRR-B Specific Grantor Trust Assets
	Class VRR-C	 	Class VRR-C Specific Grantor Trust Assets
	Class VRR-D	 	Class VRR-D Specific Grantor Trust Assets
	Class VRR-E	 	Class VRR-E Specific Grantor Trust Assets
	Class VRR-F	 	Class VRR-F Specific Grantor Trust Assets
	Class VRR-G	 	Class VRR-G Specific Grantor Trust Assets
	Class VRR	 	Class VRR Specific Grantor Trust Assets
	Class Z	 	Class Z Specific Grantor Trust Assets


 



    -5-


     


    




 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,105,333,296.


 


WHOLE LOANS


 


The Trust includes several
Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property. The Whole Loans relating
to the Trust are the whole loans secured by the Mortgaged Properties identified in the following table. The table also lists, for
each Whole Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), the type of Companion Loan(s), the Servicing Shift
Lead Note (if any), and the Non-Serviced Primary Servicing Fee Rate (if any). Each Whole Loan will be serviced pursuant to (i) this
Agreement (in the case of Serviced Whole Loans) or the related Non-Serviced PSA (in the case of Non-Serviced Whole Loans) and (ii) the
related Intercreditor Agreement.


 


	Mortgaged
    Property Name	Whole
    Loan Type	Non-Serviced
    PSA (if any)	Companion
    Loan Type	Servicing
    Shift Lead Note (if any)	Non-Serviced
    Primary Servicing Fee Rate (if any)
	Moffett
    Place Building 4	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	U-Haul
    SAC Portfolios 14, 15, 17	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Station
    Place III	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Treeview
    Industrial Portfolio	Non-Serviced
    Whole Loan	(1)	Pari
    Passu	N/A	0.00250%
    per annum
	AHIP
    Northeast Portfolio 1	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	First
    Stamford Place	Non-Serviced
    Whole Loan	(1)	Pari
    Passu	N/A	0.00250%
    per annum
	521-523
    East 72nd Street	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Gateway
    Net Lease Portfolio	Non-Serviced
    Whole Loan	(2)	Pari
    Passu and Subordinate	N/A	0.00250%
    per annum
	Starwood
    Capital Group Hotel Portfolio	Non-Serviced
    Whole Loan	(2)	Pari
    Passu	N/A	0.00250%
    per annum
	General
    Motors Building	Non-Serviced
    Whole Loan	(3)	Pari
    Passu and Subordinate	N/A	0.00125%
    per annum
	IRG
    Portfolio	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	245
    Park Avenue	Non-Serviced
    Whole Loan	(4)	Pari
    Passu and Subordinate	N/A	0.00125%
    per annum
	Walgreens
    Witkoff Portfolio	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Capital
    Centers II & III	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Lightstone
    Portfolio	Servicing
    Shift Whole Loan	(5)	Pari
    Passu	A-1	0.00250%
    per annum
	Torre
    Plaza	Non-Serviced
    Whole Loan	(1)	Pari
    Passu	N/A	0.01000%
    per annum
	Covance
    Business Center	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A



 






    -6-


     


    

 


	Mural
    Lofts	Serviced
    AB Whole Loan	N/A	Subordinate	N/A	N/A
	EIP
    Logistics Portfolio	Non-Serviced
    Whole Loan	(6)	Pari
    Passu	N/A	0.02250%
    per annum


 





 






		(1)	The Treeview
                                         Industrial Portfolio Whole Loan, First Stamford Place Whole Loan and Torre Plaza Whole
                                         Loan will be serviced under that certain pooling and servicing agreement, dated and effective
                                         as of July 1, 2017, among J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
                                         Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as
                                         certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha
                                         Surveillance LLC, as operating advisor and as asset representations reviewer, as from
                                         time to time amended, supplemented or modified, relating to the issuance of the JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP7 Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP7.



 


		(2)	The Starwood
                                         Capital Group Hotel Portfolio Whole Loan and the Gateway Net Lease Portfolio Whole Loan
                                         will be serviced under that certain pooling and servicing agreement, dated as of June 1,
                                         2017, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells
                                         Fargo Bank, National Association, as certificate administrator, paying agent and custodian,
                                         Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as
                                         operating advisor and as asset representations reviewer, as from time to time amended,
                                         supplemented or modified, relating to the issuance of the DBJPM 2017-C6 Mortgage Trust
                                         Commercial Mortgage Pass-Through Certificates, Series 2017-C6.



 


		(3)	The General
                                         Motors Building Whole Loan will be serviced under that certain trust and servicing agreement,
                                         dated as of June 9, 2017, between Morgan Stanley Capital I Inc., as depositor, Wells
                                         Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special
                                         servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National
                                         Association, as certificate administrator and custodian, as from time to time amended,
                                         supplemented or modified, relating to the issuance of the BXP 2017-GM Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-GM.



 


		(4)	The 245
                                         Park Avenue Whole Loan will be serviced under that certain trust and servicing agreement,
                                         dated as of May 30, 2017, among J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty
                                         Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
                                         administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate
                                         Advisors, LLC, as operating advisor, as from time to time amended, supplemented or modified,
                                         relating to the issuance of the 245 Park Avenue Trust 2017-245P Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-245P.



 


		(5)	The subject
                                         Whole Loan will be serviced under this Agreement until the Servicing Shift Securitization
                                         Date for the related Servicing Shift Lead Note, after which the subject Whole Loan will
                                         be serviced pursuant to the pooling and servicing agreement for the securitization of
                                         such Servicing Shift Lead Note.



 


		(6)	The EIP
                                         Logistics Portfolio Whole Loan will be serviced under that certain pooling and servicing
                                         agreement, dated as of June 1, 2017, between CCRE Commercial Mortgage Securities,
                                         L.P., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
                                         Capital Advisors, LLC, as special servicer, Wilmington Trust, National Association, as
                                         trustee, Wells Fargo Bank, National Association, as certificate administrator, paying
                                         agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and as
                                         asset representations reviewer, as from time to time amended, supplemented or modified,
                                         relating to the issuance of the CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-C8.



 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 






    -7-


     


    

 


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


 


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


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” or any similar term as defined in the related AB Intercreditor
Agreement for any Serviced AB Whole Loan.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan, one or more related AB Subordinate Companion Loan(s) and any Pari Passu Companion
Loans. For the avoidance of doubt, the Whole Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule
as “Gateway Net Lease Portfolio”, “General Motors Building”, “245 Park Avenue” and “Mural
Lofts” are the only AB Whole Loans related to the Trust.


 


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


 






    -8-


     


    

 


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


 


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


 


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


 


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


 


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


 






    -9-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Affected Reporting
Party”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 



    -10-


     


    

 


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


 


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


 


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


 


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


 


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


 


(v)        all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class Z, Class VRR-G
and Class VRR Certificates);


 


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


 


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


 


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


 






    -11-


     


    

 


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


 


(c)          the
aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of any related Certificate Administrator Fee, Operating Advisor Fee and Asset Representations
Reviewer Fee actually payable with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03
or Section 7.05;


 


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


 


(e)          [Reserved];
and


 


(f)          the
related Interest Deposit Amount.


 


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


 


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


 


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


 


“Aggregate Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the
Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled Principal Distribution Amount for
such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced,
to not less than zero, by the amount of any


 



    -12-


     


    

 


reimbursements of (A) Nonrecoverable Advances (including any servicing advance
with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the
Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal
collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the
Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been
included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)
and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including
REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal
Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in a supplemental
letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest,
direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation
is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Master
Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an
Excluded Loan) in consultation with the Directing Certificateholder, as of the first Determination Date that is at least ten (10) Business
Days following the date on which the Master Servicer receives from the Special Servicer the related Appraisal or the valuation
described below, equal to the excess of (a) the


 



    -13-


     


    

 


Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance
of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the
related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to any
Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000
(the costs of which shall be paid by the Master Servicer as an Advance) or (2) at the Special Servicer’s option, either
(i) an Appraisal obtained by the Special Servicer (the costs of which will be paid by the Master Servicer as an Advance) or (ii)
by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan, as the case
may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments
as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other
information it deems relevant, (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, as of the date of calculation and (C) all Insurance and Condemnation Proceeds that constitute collateral
for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date occurring in the month of the
date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and,
with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable),
(B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced
Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced
Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by
the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, without limiting the
Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not
obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal
Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance
of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to
above is received by the Special Servicer and the Appraisal Reduction Amount is calculated by the Master Servicer as of the first
Determination Date that is at least ten (10) Business Days following the date the Master Servicer receives from the Special
Servicer such Appraisal or valuation and receipt of information requested by the Master Servicer from the Special Servicer reasonably
necessary to calculate the Appraisal Reduction Amount. Within sixty (60) days after the Appraisal Reduction Event, the Special
Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) or conduct the valuation described above; provided, further, however, that in no event
shall the Special Servicer be required to order any such Appraisal or conduct any such valuation prior to the conclusion of such
sixty (60) day period, as applicable, and in each case, the related Appraisal or valuation shall be promptly delivered in
electronic format by the Special Servicer to the Master Servicer,


 



    -14-


     


    

 


the Directing Certificateholder (but only prior to the occurrence
of a Consultation Termination Event), the Certificate Administrator and the Trustee. In addition, the Special Servicer shall provide
(via electronic delivery) the Master Servicer with any information in its possession that is reasonably required to determine,
redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant to its definition using reasonable efforts to deliver
such information within five (5) Business Days of the Master Servicer’s reasonable request. The Special Servicer will
not calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non Serviced Mortgage Loan), Serviced Companion Loan and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application
of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan
or related Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage
Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan,
as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver
has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant
at a single tenant property declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60) days after
the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time,
(vi) a payment default has occurred with respect to the related Balloon Payment; provided, however, if (A) the
related Mortgagor is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer
within thirty (30) days after the payment default, who will be required to promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event)),
(B) the related Mortgagor continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has
occurred with respect to that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder consents, an Appraisal Reduction Event will not occur until sixty (60) days
beyond the related Maturity Date, unless extended by


 



    -15-


     


    

 


the Special Servicer in accordance with the Mortgage Loan documents or this
Agreement; and provided, further, if the related Mortgagor has delivered to the Master Servicer, who will be required
to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Certificateholder (but only prior to
the occurrence of a Consultation Termination Event), on or before the sixtieth (60th) day after the related Maturity Date,
a refinancing commitment reasonably acceptable to the Special Servicer, and the Mortgagor continues to make its Assumed Scheduled
Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal
Reduction Event will not occur until the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date
(or extended Maturity Date) and (2) the termination of the refinancing commitment, and (vii) immediately after such Mortgage
Loan or related Companion Loan, as applicable, becomes an REO Loan; provided that an Appraisal Reduction Event shall not
occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero.
The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master
Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or
knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an
Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“ASR Consultation
Process”: As defined in Section 2.03(n)(i).


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor asset representations reviewer appointed as herein provided.


 


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


 


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


 


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


 






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


 


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


 


“Asset Review”:
As defined in Section 12.01(b)(iv).


 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of
the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan
in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A)
prior to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and
the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan))
as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least fifteen
(15) Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes
at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion
of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Base Interest
Fraction”: As defined in Section 4.01(e).


 






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


 


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


 


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


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-C7, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


 






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“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00640%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (including any Non-Serviced Mortgage Loan, but not the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates and any Class VRR Component or Trust Component,
as applicable, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such
Class as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class of Principal Balance Certificates, Class VRR Components or Trust Components on the
Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


The aggregate Certificate
Balance of the Class VRR-A1 Certificates and the Class VRR Component VRR-A1 shall be equal at all times to the Certificate Balance
of the Class VRR-A1 Trust Component. The aggregate Certificate Balance of the Class VRR-A2 Certificates and the Class VRR Component
VRR-A2 shall be equal at all times to the Certificate Balance of the Class VRR-A2 Trust Component. The aggregate Certificate Balance
of the Class VRR-A3 Certificates and the Class VRR Component VRR-A3 shall be equal at all times to the Certificate Balance of the
Class VRR-A3 Trust Component. The aggregate Certificate Balance of the Class VRR-A4 Certificates and the Class VRR Component VRR-A4
shall be equal at all times to the Certificate Balance of the Class VRR-A4 Trust Component. The aggregate Certificate Balance of
the Class VRR-A5 Certificates and the Class VRR Component VRR-A5 shall be equal at all times to the Certificate Balance of the
Class VRR-A5 Trust Component. The aggregate Certificate Balance of the Class VRR-ASB Certificates and the Class VRR Component VRR-ASB
shall be equal at all times to the Certificate Balance of the Class VRR-ASB Trust Component. The aggregate Certificate Balance
of the Class VRR-AS Certificates and the Class VRR Component VRR-AS shall be equal at all times to the Certificate Balance of the
Class VRR-AS Trust Component. The aggregate Certificate Balance of the Class VRR-B Certificates and the Class VRR Component VRR-B
shall be equal at all times to the Certificate Balance of the Class VRR-B Trust Component. The aggregate Certificate Balance of
the Class VRR-C Certificates and the Class VRR Component VRR-C shall be equal at all times to the Certificate Balance of the Class
VRR-C Trust Component. The aggregate Certificate Balance of the Class VRR-D Certificates and the Class VRR Component VRR-D shall
be equal at all times to the Certificate Balance of the Class VRR-D Trust Component. The aggregate Certificate Balance of the Class
VRR-E Certificates and the Class VRR Component VRR-E shall be equal at all times to the Certificate Balance of the Class VRR-E
Trust Component. The aggregate Certificate Balance of the Class VRR-F Certificates and the Class VRR Component VRR-F shall be equal
at all times to the Certificate Balance of the Class VRR-F Trust Component. The aggregate Certificate Balance of the Class VRR-G
Certificates and the Class VRR Component VRR-G shall be equal at all times to the Certificate Balance of the Class VRR-G Trust
Component.


 






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The original and outstanding
Certificate Balances of any Class of Exchangeable Certificates or any Class VRR Certificates are subject to adjustment in connection
with any exchange of Exchangeable Certificates for Class VRR Certificates, or vice versa, in each case in accordance with
Section 5.09 hereof.


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate (including the Risk Retention Certificates) is registered
in the Certificate Register or any beneficial owner thereof; provided, however, that solely for the purposes of giving
any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially
owned by the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the
Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Borrower Party or any Sub-Servicer (as applicable)
or Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding the foregoing,
any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such
Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further,
that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding
as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting
Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however,
that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance
of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or
any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its
compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset
Review with respect to such Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event
with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of
either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely
affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further,
that such restrictions shall not apply to (i) the exercise of the Special


 






    -21-


     


    

 


Servicer’s, the Master Servicer’s or
any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master 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 Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the
Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate
of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder”
or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee
shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates
on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.0808%.


 






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“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.1247%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0477%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.1467%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.4092%.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.7125%.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.2419%.


 


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


 






    -23-


     


    

 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-11
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.9854%.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-12
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-13
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0000%.


 


“Class E-RR
Certificate”: A Certificate designated as “Class E-RR” on the face thereof, in the form of Exhibit A-14
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class F-RR
Certificate”: A Certificate designated as “Class F-RR” on the face thereof, in the form of Exhibit A-15
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class G-RR
Certificate”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-16
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class LA1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 






    -24-


     


    

 


“Class LA2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA5 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -25-


     


    

 


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


 


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


 


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


 


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


 


“Class LVRRA1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LVRRA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LVRRA3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LVRRA4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LVRRA5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


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


 



    -26-


     


    

 


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




 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LVRR
Uncertificated Interests”: The Class LVRRA1, Class LVRRA2, Class LVRRA3, Class LVRRA4, Class LVRRA5, Class LVRRASB, Class
LVRRAS, Class LVRRB, Class LVRRC, Class LVRRD, Class LVRRE, Class LVRRF and Class LVRRG Uncertificated Interests.


 


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


 


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


 


“Class VRR Certificate”:
A Certificate designated as “Class VRR” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
undivided beneficial ownership of the Class VRR Specific Grantor Trust Assets.


 






    -27-


     


    

 


“Class VRR Component”:
Any of the Class VRR Component VRR-A1, the Class VRR Component VRR-A2, the Class VRR Component VRR-A3, the Class VRR Component
VRRA4, the Class VRR Component VRR-A4, the Class VRR Component VRR-A5, the Class VRR Component VRR-ASB, the Class VRR Component
VRR-AS, the Class VRR Component VRR-B, the Class VRR Component VRR-C, the Class VRR Component VRR-D, the Class VRR Component VRR-E,
the Class VRR Component VRR-F and the Class VRR Component VRR-G.


 


“Class VRR Component
VRR-A1”: The portion of the Class VRR-A1 Trust Component equal to the Class VRR-A1-Exchange Percentage Interest of the
Class VRR-A1 Trust Component.


 


“Class VRR Component
VRR-A2”: The portion of the Class VRR-A2 Trust Component equal to the Class VRR-A2-Exchange Percentage Interest of the
Class VRR-A2 Trust Component.


 


“Class VRR Component
VRR-A3”: The portion of the Class VRR-A3 Trust Component equal to the Class VRR-A3-Exchange Percentage Interest of the
Class VRR-A3 Trust Component.


 


“Class VRR Component
VRR-A4”: The portion of the Class VRR-A4 Trust Component equal to the Class VRR-A4-Exchange Percentage Interest of the
Class VRR-A4 Trust Component.


 


“Class VRR Component
VRR-A5”: The portion of the Class VRR-A5 Trust Component equal to the Class VRR-A5-Exchange Percentage Interest of the
Class VRR-A5 Trust Component.


 


“Class VRR Component
VRR-ASB”: The portion of the Class VRR-ASB Trust Component equal to the Class VRR-ASB-Exchange Percentage Interest of
the Class VRR-ASB Trust Component.


 


“Class VRR Component
VRR-AS”: The portion of the Class VRR-AS Trust Component equal to the Class VRR-AS-Exchange Percentage Interest of the
Class VRR-AS Trust Component.


 


“Class VRR Component
VRR-ASB”: The portion of the Class VRR-ASB Trust Component equal to the Class VRR-ASB-Exchange Percentage Interest of
the Class VRR-ASB Trust Component.


 


“Class VRR Component
VRR-B”: The portion of the Class VRR-B Trust Component equal to the Class VRR-B-Exchange Percentage Interest of the Class
VRR-B Trust Component.


 


“Class VRR
Component VRR-C”: The portion of the Class VRR-C Trust Component equal to the Class VRR-C-Exchange Percentage Interest
of the Class VRR-C Trust Component.


 



    -28-


     


    

  


“Class VRR Component
VRR-D”: The portion of the Class VRR-D Trust Component equal to the Class VRR-D-Exchange Percentage Interest of the Class
VRR-D Trust Component.


 


“Class VRR Component
VRR-E”: The portion of the Class VRR-E Trust Component equal to the Class VRR-E-Exchange Percentage Interest of the Class
VRR-E Trust Component.


 


“Class VRR Component
VRR-F”: The portion of the Class VRR-F Trust Component equal to the Class VRR-F-Exchange Percentage Interest of the Class
VRR-F Trust Component.


 


“Class VRR Component
VRR-G”: The portion of the Class VRR-G Trust Component equal to the Class VRR-G-Exchange Percentage Interest of the Class
VRR-G Trust Component.


 


“Class VRR Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) of this Agreement, which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, Class VRR Distribution Account”, and which must be an Eligible Account or a subaccount of an
Eligible Account. The Class VRR Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall
be an asset of the Grantor Trust.


 


“Class VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A1-Exchange Percentage
Interest of the Class VRR-A1 Trust Component, (ii) the Class VRR-A2-Exchange Percentage Interest of the Class VRR-A2 Trust Component,
(iii) the Class VRR-A3-Exchange Percentage Interest of the Class VRR-A3 Trust Component, (iv) the Class VRR-A4-Exchange Percentage
Interest of the Class VRR-A4 Trust Component, (v) the Class VRR-A5-Exchange Percentage Interest of the Class VRR-A5 Trust Component,
(vi) the Class VRR-ASB-Exchange Percentage Interest of the Class VRR-ASB Trust Component, (vii) the Class VRR-AS-Exchange Percentage
Interest of the Class VRR-AS Trust Component, (viii) the Class VRR-B-Exchange Percentage Interest of the Class VRR-B Trust Component,
(ix) the Class VRR-C-Exchange Percentage Interest of the Class VRR-C Trust Component, (x) the Class VRR-D-Exchange Percentage Interest
of the Class VRR-D Trust Component, (xi) the Class VRR-E-Exchange Percentage Interest of the Class VRR-E Trust Component, (xii)
the Class VRR-F-Exchange Percentage Interest of the Class VRR-F Trust Component, (xiii) the Class VRR-G-Exchange Interest of the
Class VRR-G Trust Component, and (xiv) amounts held from time to time in the Class VRR Distribution Account and the Excess Interest
Distribution Account that represent distributions on items (i) to (xiii) above.


 


“Class VRR Trust
Component”: Any of the Class VRR-A1 Trust Component, the Class VRR-A2 Trust Component, the Class VRR-A3 Trust Component,
the Class VRR-A4 Trust Component, the Class VRR-A4 Trust Component, the Class VRR-A5 Trust Component, the


 



    -29-


     


    

 


Class VRR-ASB Trust Component,
the Class VRR-AS Trust Component, the Class VRR-B Trust Component, the Class VRR-C Trust Component, the Class VRR-D Trust Component,
the Class VRR-E Trust Component, the Class VRR-F Trust Component or the Class VRR-G Trust Component.


 


“Class VRR-A1
Certificate”: A Certificate designated as “Class VRR-A1” on the face thereof, in the form of Exhibit A-20
hereto, and representing a beneficial ownership of the Class VRR-A1 Percentage Interest of the Class VRR-A1 Trust Component.


 


“Class VRR-A1-Exchange
Percentage Interest”: 100.0% minus the Class VRR-A1 Percentage Interest. As of the Closing Date, the Class VRR-A1-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-A1
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-A1 Certificates divided by the Certificate
Balance of the Class VRR-A1 Trust Component. As of the Closing Date, the Class VRR-A1 Percentage Interest will be 0.0%.


 


“Class VRR-A1
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A1 Percentage Interest
of the Class VRR-A1 Trust Component and (ii) amounts held from time to time in the Class VRR Distribution Account that represent
distributions of the Class VRR-A1 Percentage Interest of the Class VRR-A1 Trust Component.


 


“Class VRR-A1
Trust Component”: The uncertificated interest corresponding to the Class VRR-A1 Certificates (to the extent of the Class
VRR-A1 Percentage Interest of the Class VRR-A1 Trust Component) and the Class VRR Certificates (to the extent of the Class VRR-A1-Exchange
Percentage Interest of the Class VRR-A1 Trust Component), constituting a “regular interest” in the Upper Tier REMIC
for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class VRR-A2
Certificate”: A Certificate designated as “Class VRR-A2” on the face thereof, in the form of Exhibit A-21
hereto, and representing a beneficial ownership of the Class VRR-A2 Percentage Interest of the Class VRR-A2 Trust Component.


 


“Class VRR-A2-Exchange
Percentage Interest”: 100.0% minus the Class VRR-A2 Percentage Interest. As of the Closing Date, the Class VRR-A2-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-A2
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-A2 Certificates divided by the Certificate
Balance of the Class VRR-A2 Trust Component. As of the Closing Date, the Class VRR-A2 Percentage Interest will be 0.0%.


 


“Class VRR-A2
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A2 Percentage Interest
of the Class VRR-A2 Trust Component and (ii) amounts held from time to time in the Class VRR Distribution Account that represent
distributions of the Class VRR-A2 Percentage Interest of the Class VRR-A2 Trust Component.


 


“Class VRR-A2
Trust Component”: The uncertificated interest corresponding to the Class VRR-A2 Certificates (to the extent of the Class
VRR-A2 Percentage Interest of the


 



    -30-


     


    

 


Class VRR-A2 Trust Component) and the Class VRR Certificates (to the extent of the Class VRR-A2-Exchange
Percentage Interest of the Class VRR-A2 Trust Component), constituting a “regular interest” in the Upper Tier REMIC
for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class VRR-A3
Certificate”: A Certificate designated as “Class VRR-A3” on the face thereof, in the form of Exhibit A-22
hereto, and representing a beneficial ownership of the Class VRR-A3 Percentage Interest of the Class VRR-A3 Trust Component.


 


“Class VRR-A3-Exchange
Percentage Interest”: 100.0% minus the Class VRR-A3 Percentage Interest. As of the Closing Date, the Class VRR-A3-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-A3
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-A3 Certificates divided by the Certificate
Balance of the Class VRR-A3 Trust Component. As of the Closing Date, the Class VRR-A3 Percentage Interest will be 0.0%.


 


“Class VRR-A3
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A3 Percentage Interest
of the Class VRR-A3 Trust Component and (ii) amounts held from time to time in the Class VRR Distribution Account that represent
distributions of the Class VRR-A3 Percentage Interest of the Class VRR-A3 Trust Component.


 


“Class VRR-A3
Trust Component”: The uncertificated interest corresponding to the Class VRR-A3 Certificates (to the extent of the Class
VRR-A3 Percentage Interest of the Class VRR-A3 Trust Component) and the Class VRR Certificates (to the extent of the Class VRR-A3-Exchange
Percentage Interest of the Class VRR-A3 Trust Component), constituting a “regular interest” in the Upper Tier REMIC
for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class VRR-A4
Certificate”: A Certificate designated as “Class VRR-A4” on the face thereof, in the form of Exhibit A-23
hereto, and representing a beneficial ownership of the Class VRR-A4 Percentage Interest of the Class VRR-A4 Trust Component.


 


“Class VRR-A4-Exchange
Percentage Interest”: 100.0% minus the Class VRR-A4 Percentage Interest. As of the Closing Date, the Class VRR-A4-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-A4
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-A4 Certificates divided by the Certificate
Balance of the Class VRR-A4 Trust Component. As of the Closing Date, the Class VRR-A4 Percentage Interest will be 0.0%.


 


“Class VRR-A4
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A4 Percentage Interest
of the Class VRR-A4 Trust Component and (ii) amounts held from time to time in the Class VRR Distribution Account that represent
distributions of the Class VRR-A4 Percentage Interest of the Class VRR-A4 Trust Component.


 


“Class VRR-A4
Trust Component”: The uncertificated interest corresponding to the Class VRR-A1 Certificates (to the extent of the Class
VRR-A4 Percentage Interest of the


 



    -31-


     


    

 


Class VRR-A4 Trust Component) and the Class VRR Certificates (to the extent of the Class VRR-A4-Exchange
Percentage Interest of the Class VRR-A4 Trust Component), constituting a “regular interest” in the Upper Tier REMIC
for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class VRR-A5
Certificate”: A Certificate designated as “Class VRR-A5” on the face thereof, in the form of Exhibit A-24
hereto, and representing a beneficial ownership of the Class VRR-A5 Percentage Interest of the Class VRR-A5 Trust Component.


 


“Class VRR-A5-Exchange
Percentage Interest”: 100.0% minus the Class VRR-A5 Percentage Interest. As of the Closing Date, the Class VRR-A5-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-A5
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-A5 Certificates divided by the Certificate
Balance of the Class VRR-A5 Trust Component. As of the Closing Date, the Class VRR-A5 Percentage Interest will be 0.0%.


 


“Class VRR-A5
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR-A5 Percentage Interest
of the Class VRR-A5 Trust Component and (ii) amounts held from time to time in the Class VRR Distribution Account that represent
distributions of the Class VRR-A5 Percentage Interest of the Class VRR-A5 Trust Component.


 


“Class VRR-A5
Trust Component”: The uncertificated interest corresponding to the Class VRR-A5 Certificates (to the extent of the Class
VRR-A5 Percentage Interest of the Class VRR-A5 Trust Component) and the Class VRR Certificates (to the extent of the Class VRR-A5-Exchange
Percentage Interest of the Class VRR-A5 Trust Component), constituting a “regular interest” in the Upper Tier REMIC
for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class VRR-ASB
Certificate”: A Certificate designated as “Class VRR-ASB” on the face thereof, in the form of Exhibit
A-25 hereto, and representing a beneficial ownership of the Class VRR-ASB Percentage Interest of the Class VRR-ASB Trust Component.


 


“Class VRR-ASB-Exchange
Percentage Interest”: 100.0% minus the Class VRR-ASB Percentage Interest. As of the Closing Date, the Class VRR-ASB-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-ASB
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-ASB Certificates divided by the Certificate
Balance of the Class VRR-ASB Trust Component. As of the Closing Date, the Class VRR-ASB Percentage Interest will be 0.0%.


 


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


 






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


 


“Class VRR-AS
Certificate”: A Certificate designated as “Class VRR-AS” on the face thereof, in the form of Exhibit A-25
hereto, and representing a beneficial ownership of the Class VRR-AS Percentage Interest of the Class VRR-AS Trust Component.


 


“Class VRR-AS-Exchange
Percentage Interest”: 100.0% minus the Class VRR-AS Percentage Interest. As of the Closing Date, the Class VRR-AS-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-AS
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-AS Certificates divided by the Certificate
Balance of the Class VRR-AS Trust Component. As of the Closing Date, the Class VRR-AS Percentage Interest will be 0.0%.


 


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


 


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


 


“Class VRR-B
Certificate”: A Certificate designated as “Class VRR-B” on the face thereof, in the form of Exhibit A-26
hereto, and representing a beneficial ownership of the Class VRR-B Percentage Interest of the Class VRR-B Trust Component.


 


“Class VRR-B-Exchange
Percentage Interest”: 100.0% minus the Class VRR-B Percentage Interest. As of the Closing Date, the Class VRR-B-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-B
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-B Certificates divided by the Certificate
Balance of the Class VRR-B Trust Component. As of the Closing Date, the Class VRR-B Percentage Interest will be 0.0%.


 


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


 






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


 


“Class VRR-C
Certificate”: A Certificate designated as “Class VRR-C” on the face thereof, in the form of Exhibit A-28
hereto, and representing a beneficial ownership of the Class VRR-C Percentage Interest of the Class VRR-C Trust Component.


 


“Class VRR-C-Exchange
Percentage Interest”: 100.0% minus the Class VRR-C Percentage Interest. As of the Closing Date, the Class VRR-C-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-C
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-C Certificates divided by the Certificate
Balance of the Class VRR-C Trust Component. As of the Closing Date, the Class VRR-C Percentage Interest will be 0.0%.


 


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


 


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


 


“Class VRR-D
Certificate”: A Certificate designated as “Class VRR-D” on the face thereof, in the form of Exhibit A-29
hereto, and representing a beneficial ownership of the Class VRR-D Percentage Interest of the Class VRR-D Trust Component.


 


“Class VRR-D-Exchange
Percentage Interest”: 100.0% minus the Class VRR-D Percentage Interest. As of the Closing Date, the Class VRR-D-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-D
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-D Certificates divided by the Certificate
Balance of the Class VRR-D Trust Component. As of the Closing Date, the Class VRR-D Percentage Interest will be 0.0%.


 


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


 






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


 


“Class VRR-E
Certificate”: A Certificate designated as “Class VRR-E” on the face thereof, in the form of Exhibit A-30
hereto, and representing a beneficial ownership of the Class VRR-E Percentage Interest of the Class VRR-E Trust Component.


 


“Class VRR-E-Exchange
Percentage Interest”: 100.0% minus the Class VRR-E Percentage Interest. As of the Closing Date, the Class VRR-E-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-E
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-E Certificates divided by the Certificate
Balance of the Class VRR-E Trust Component. As of the Closing Date, the Class VRR-E Percentage Interest will be 0.0%.


 


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


 


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


 


“Class VRR-Exchange
Percentage Interest”: 100.0% minus the Class VRR Percentage Interest. As of the Closing Date, the Class VRR-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-F
Certificate”: A Certificate designated as “Class VRR-F” on the face thereof, in the form of Exhibit A-31
hereto, and representing a beneficial ownership of the Class VRR-F Percentage Interest of the Class VRR-F Trust Component.


 


“Class VRR-F-Exchange
Percentage Interest”: 100.0% minus the Class VRR-F Percentage Interest. As of the Closing Date, the Class VRR-F-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-F
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-F Certificates divided by the Certificate
Balance of the Class VRR-F Trust Component. As of the Closing Date, the Class VRR-F Percentage Interest will be 0.0%.


 






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


 


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


 


“Class VRR-G
Certificate”: A Certificate designated as “Class VRR-G” on the face thereof, in the form of Exhibit A-32
hereto, and representing a beneficial ownership of the Class VRR-G Percentage Interest of the Class VRR-G Trust Component.


 


“Class VRR-G-Exchange
Percentage Interest”: 100.0% minus the Class VRR-G Percentage Interest. As of the Closing Date, the Class VRR-G-Exchange
Percentage Interest will be 100.0%.


 


“Class VRR-G
Percentage Interest”: The quotient of the Certificate Balance of the Class VRR-G Certificates divided by the Certificate
Balance of the Class VRR-G Trust Component. As of the Closing Date, the Class VRR-G Percentage Interest will be 0.0%.


 


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


 


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


 


“Class VRR Percentage
Interest”: The quotient of the aggregate Certificate Balance of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4,
Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F and VRR-G Certificates
divided by the aggregate Certificate Balance of the Class VRR Trust Components. As of the Closing Date, the Class VRR-G Percentage
Interest will be 100.0%


 


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


 






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“Class X
Component Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal
to the then Lower-Tier Principal Balance of its Related Lower-Tier Regular Interest.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A
Components”: Each of Component XA-1, Component XA-2, Component XA-3, Component XA-SB, Component XA-4, Component
XA-5, Component XA-SB and Component XA-S.


 


“Class X-A Notional
Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class
X A Components.


 


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


 


“Class X-A
Strip Rate”: With respect to any Class of Class X-A Components for any Distribution Date, the (i) the Weighted
Average Net Mortgaged Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-6 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-B
Components”: Each of the Component XB and Component XC.


 


“Class X-B Notional
Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class
X B Components.


 


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


 


“Class X-B
Strip Rate”: With respect to any Class of Class X-B Components for any Distribution Date, the (i) the Weighted
Average Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 






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“Class X-D Certificate”:
A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X-D Notional
Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-D Component.


 


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


 


“Class X-D Strip
Rate”: With respect to the Class X-D Component for any Distribution Date, the (i) the Weighted Average Net Mortgage
Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class Z
Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-18
hereto, and evidencing an undivided beneficial interest in the Class Z Specific Grantor Trust Assets.


 


“Class Z
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of the Excess Interest equal to
the product of (A) 95% and (B) the aggregate amount of Excess Interest received on or prior to the related Determination
Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof.


 


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


 


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


 


“Closing Date”:
October 31, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes
included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage
Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely
to the extent not reflected or taken into account in such


 



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Appraised Value and to the extent on deposit with, or otherwise under
the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related
Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit
of the related Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the
amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received
by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding
clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special
Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s
calculation or determination of any Collateral Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related
Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder,
to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust
or any Trust REMIC formed hereunder.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in
the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
Period is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such
Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders
of the Companion Loans, relating to the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through


 



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Certificates,
Series 2017-C7”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust,
but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion
Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan that is included
in the Trust Fund.


 


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


 


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


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari
Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of 0.00250%
per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with
respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion
Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to
the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the
Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the
rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment
Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to
deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal
Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan
documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise
in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing
Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred
and is continuing, and only with respect to the Mortgage Loans other than an Excluded Loan, the Directing Certificateholder or
(Z) in connection with the payment of any Insurance and


 



    -40-


     


    

 


Condemnation Proceeds), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above,
the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i)
above in connection with such Prohibited Prepayments.


 


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


 


“Component XA
Allocation Denominator”: With respect to any date of determination, the sum of (i) the product of the Class X-A
Strip Rate for the Component XA-1 multiplied by the Class X Component Notional Amount for the Component XA-1, (ii) the
product of the Class X-A Strip Rate for the Component XA-2 multiplied by the Class X Component Notional Amount for the Component XA-2,
(iii) the product of the Class X-A Strip Rate for the Component XA-3 multiplied by the Class X Component Notional Amount for
the Component XA-3, (vi) the product of the Class X-A Strip Rate for the Component XA-SB multiplied by the Class X Component
Notional Amount for the Component XA-SB, (v) the product of the Class X-A Strip Rate for the Component XA-4 multiplied by
the Class X Component Notional Amount for the Component XA-4, (vi) the product of the Class X-A Strip Rate for the Component
XA-5 multiplied by the Class X Component Notional Amount for the Component XA-5, (viii) the product of the Class X-A Strip Rate
for the Component XA-SB multiplied by the Class X Component Notional Amount of the Component XA-SB and (vii) the product of
the Class X-A Strip Rate for the Component XA-S multiplied by the Class X Component Notional Amount for the Component XA-S.


 


“Component XA-1”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA1 Uncertificated Interest as of any date of determination.


 


“Component XA-1
Percentage”: With respect to the Component XA-1 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-1 multiplied by the Class X
Component Notional Amount for the Component XA-1, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XA-2”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA2 Uncertificated Interest as of any date of determination.


 


“Component XA-2
Percentage”: With respect to the Component XA-2 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-2 multiplied by the Class X
Component Notional Amount for the Component XA-2, and (ii) the denominator of which is the Component XA Allocation Denominator.


 






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“Component XA-3”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA3 Uncertificated Interest as of any date of determination.


 


“Component XA-3
Percentage”: With respect to the Component XA-3 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-3 multiplied by the Class X
Component Notional Amount for the Component XA-3, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XA-4”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA4 Uncertificated Interest as of any date of determination.


 


“Component XA-4
Percentage”: With respect to the Component XA-4 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-4 multiplied by the Class X
Component Notional Amount for the Component XA-4, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XA-5”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA5 Uncertificated Interest as of any date of determination.


 


“Component XA-5
Percentage”: With respect to the Component XA-5 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-5 multiplied by the Class X
Component Notional Amount for the Component XA-5, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XA-SB”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LASB Uncertificated Interest as of any date of determination.


 


“Component XA-SB
Percentage”: With respect to the Component XA-SB and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-SB multiplied by the Class X
Component Notional Amount for the Component XA-SB, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XA-S”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LAS Uncertificated Interest as of any date of determination.


 


“Component XA-S
Percentage”: With respect to the Component XA-S and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-S multiplied by the Class X


 






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Component Notional Amount for the Component XA-S, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component XB”:
One of the components of the Class X-B Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LB Uncertificated Interest as of any date of determination.


 


“Component XB
Percentage”: With respect to the Component XB and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-B Strip Rate for the Component XB multiplied by the Class X
Component Notional Amount for the Component XB, and (ii) the denominator of which is the Component XB/XC Allocation
Denominator.


 


“Component XB/XC
Allocation Denominator”: With respect to any date of determination, the sum of (i) the product of the Class X-B
Strip Rate for the Component XB multiplied by the Class X Component Notional Amount for the Component XB, and (ii) the
product of the Class X-B Strip Rate for the Component XC multiplied by the Class X Component Notional Amount for the Component XC.


 


“Component XC”:
One of the components of the Class X-B Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LC Uncertificated Interest as of any date of determination.


 


“Component XC
Percentage”: With respect to the Component XC and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-B Strip Rate for the Component XC multiplied by the Class X
Component Notional Amount for the Component XC, and (ii) the denominator of which is the Component XB/XC Allocation
Denominator.


 


“Component XD”:
The component of the Class X-D Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LD Interest as of any date of determination.


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts; provided that prior to the applicable Servicing Shift Securitization
Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to the
related Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination
Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates
other than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan, a Consultation Termination
Event shall be deemed to exist with respect to such Excluded Loan at all times.


 






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“Control Eligible
Certificates”: Any of the Class E-RR, Class F-RR and Class G-RR Certificates.


 


“Control Termination
Event”: The occurrence of the Certificate Balance of the Class E-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) being reduced to less than 25% of the Original Certificate Balance of such Class; provided that prior to the applicable
Servicing Shift Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to the related Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable
to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that
a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal
Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan,
a Control Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if at any time the Certificate Balances of the Certificates (other than the Control Eligible Certificates
and the Vertical Risk Retention Certificates) have been reduced to zero as a result of the allocation of principal payments on
the Mortgage Loans, then the Controlling Class will be the most subordinate class among the Control Eligible Certificates that
has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling
Class as of the Closing Date will be the Class G-RR Certificates.


 


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


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Whole Loan, the related Companion Loan which, in accordance with
the Intercreditor Agreement, will be the “Lead Note”, “Controlling Note” or similarly defined term as identified
in the related Intercreditor Agreement.


 


“Conveyed Property”:
As defined in Section 2.01(a).


 






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“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, 600 South 4th Street,
7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS) JPMDB 2017-C7; and (iii) for all other purposes, to the
Certificate Administrator, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMDB
Commercial Mortgage Securities Trust 2017-C7.


 


“Corrected Loan”:
Any Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i), (ii)
and (iii) of the definition of Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan
or Companion Loan current and thereafter made three (3) consecutive full and timely Periodic Payments, including pursuant
to any workout of such Mortgage Loan or Serviced Companion Loan, when (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii), (ix) and (x) of the definition of Servicing Transfer Event, such circumstances
cease to exist in the good faith judgment of the Special Servicer, or when (c) with respect to the circumstances described
in clause (viii) of the definition of Servicing Transfer Event, such default is cured (as determined by the Special
Servicer in accordance with the Servicing Standard) or waived by the Special Servicer, and (B) (provided that at that
time no other Servicing Transfer Event exists that would cause such Mortgage Loan or Companion Loan to continue to be characterized
as a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


 


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


 


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


 


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


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the
form of and containing the information called for therein, or such


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest


 



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payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC or Grantor Trust, as applicable.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as


 






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


 


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


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Non-VRR Certificate Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the
underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual
Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
Mortgage Loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed
Underlying Loan in the Trust Fund.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan
Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average


 



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LTV Ratio for
the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%,
(iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall
not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan
to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of
the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate
Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 


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


 


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


 


“DBNY”:
Deutsche Bank AG, acting through its New York Branch.


 


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


 



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specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of
a Balloon Payment, such period shall be sixty (60) days if the related Mortgagor has provided the Master Servicer or the Special
Servicer with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage
Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such
commitment shall promptly forward a copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable,
if it is not evident that a copy has been delivered to such other party); and, in either case, such delinquency is to be determined
without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to
the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of
doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or
any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered
by or on behalf of such


 



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party pursuant to the delivery requirements under Article XI of this Agreement that does not
conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder.


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, the Class Z Certificates, the Risk Retention Certificates and any Certificate issued pursuant to Sections Section 5.02(c)
and Section 5.02(d) shall be Definitive Certificates.


 


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


 


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


 


“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, or its successor in interest.


 


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


 


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


 


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


 


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


 






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“Diligence
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in
electronic format:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)       any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan, and any related mezzanine intercreditor agreement;


 


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


 


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


 






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


 


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


 


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


 


(xiii)      a
copy of all related environmental reports; and


 


(xiv)      a
copy of all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 






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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of the origination settlement statement;


 


(r)            a
copy of the Insurance Consultant Report;


 


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


 


(t)            a
copy of escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not covered by the
origination settlement statement;


 


(u)           a
copy of any closure letter (environmental), if not covered by the environmental reports; and


 


(v)           a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties, if not covered by
the environmental reports;


 


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


 


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


 






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“Directing
Certificateholder”: (A) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be
the related Loan-Specific Directing Certificateholder, and (B) with respect to each Mortgage Loan (other than any Servicing
Shift Mortgage Loan), the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof)
selected by more than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate
Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until a Directing
Certificateholder is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders,
by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder;
provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the
largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed
in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination Event,
the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. After
the occurrence and during the continuance of a Consultation Termination Event, there will be no Directing Certificateholder. The
Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of
any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by
the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the
Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.
The initial Directing Certificateholder shall be KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


“Directing
Certificateholder Approval Process”: As defined in Section 3.19(d).


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management
or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-


 






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sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of such Mortgage Loan or Serviced Companion Loan and any purchaser of any
such Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the management or disposition of any REO
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement,
other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation or remuneration to which the Master
Servicer or the Special Servicer is entitled pursuant to Section 3.11 of this Agreement in connection with its respective
duties in such capacities.


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for


 






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any
federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in November 2017. The initial
Distribution Date shall be November 17, 2017.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit
rating or long-term


 






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unsecured debt obligations of which are rated at least “Aa3” by Moody’s, if the deposits
are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term
rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty
(30) days, (B) the long-term unsecured debt obligations of which are rated at least “A+” by Fitch, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a
short-term rating of not less than “F1” from Fitch, if the deposits are to be held in such account for less than thirty
(30) days and (C) the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if then
rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “R-1(middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to
be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank,
National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least
“A2” from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than
thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or
higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating
shall be at least “P-1” from Moody’s and “F2” from Fitch (if the deposits are to be held in the
account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by
DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such
other rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with PNC Bank, National
Association so long as PNC Bank, National Association’s long-term unsecured debt or deposit account rating shall be at least
“A2” from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than
thirty (30) days) or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating
shall be at least “P-1” from Moody’s, “F2” from Fitch (if the deposits are to be held in the account
for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an
equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating
confirmed in a Rating Agency Confirmation); (iv) such other account or accounts that, but for the failure to satisfy one
or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (iii) above,
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or
with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts
not listed in clauses (i) – (iii) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied


 






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with respect to the Certificates pursuant to Section 3.25), which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (vi) a
segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository
institution or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the
deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least
“P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that,
in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar
instrument.


 


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


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction
rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the
Operating Advisor in its capacity as the special servicer or operating advisor on such CMBS transaction as the sole or a
material factor in such rating action; (b) that can and will make the representations and warranties of the Operating
Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is neither affiliated nor Risk
Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Borrower Party, a Mortgage Loan Seller, the Third Party Purchaser, the


 






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


 


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


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a
Non-Specially Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder
or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person
other than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a
Resolution Failure relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution
Failure relating to such Non-Specially Serviced Loan, the Special Servicer.


 


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


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R and Class Z Certificate) that does not meet
the requirements of Prohibited Transaction Exemption 2013-08 (as such exemption may be amended from time to time) as of the date
of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class E-RR, Class F-RR, Class G-RR, Class
VRR-E, Class VRR-F, Class VRR-G and Class VRR Certificates is an ERISA Restricted Certificate.


 






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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7,
Commercial Mortgage Pass-Through Certificates, Series 2017-C7, Class Z, Class VRR-G and Class VRR Certificates, Excess Interest
Distribution Account”, and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest
Distribution Account shall be held solely for the benefit of the Holders of the Class Z, Class VRR-G and Class VRR Certificates.
The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor
Trust.


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior eighteen (18) months of such modification, waiver, extension or amendment, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees
as described in the


 






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preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such
Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such
Person from the related Mortgagor within the prior eighteen (18) months of the collection of the current Excess Modification
Fees) will be subject to a cap of 1.00% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan,
as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification,
extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess
Prepayment Interest Shortfall”: For any Distribution Date, the Non-VRR Percentage of the Aggregate Excess Prepayment
Interest Shortfall for such Distribution Date.


 


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


 


“Exchangeable
Certificates”: As defined in Section 5.09(a).


 


“Exchangeable
Component”: As defined in Section 5.09(a).


 


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


 


“Exchange
Proportion”: As defined in Section 5.09(a).


 


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


 


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


 






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Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing
Date, there are no Excluded Controlling Class Loans related to the Trust.


 


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


 


“Excluded
Loan”: Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder
of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded
Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


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


 






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Operating Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer has obtained knowledge that it has become a Borrower Party. As of the Closing Date, there are no Excluded
Special Servicer Loans related to the Trust.


 


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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder or the Serviced AB Whole
Loan Controlling Holder that does not include any communication (other than the Final Asset Status Report) between the Special
Servicer and the Directing Certificateholder with respect to such Specially Serviced Loan or between the Special Servicer and
the Serviced AB Whole Loan Controlling Holder) required to be delivered by the Special Servicer by the Initial Delivery Date or
any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing
Certificateholder or the Serviced AB Whole Loan Controlling Holder, as applicable, pursuant to the Directing Certificateholder
Approval Process or following completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special
Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in in accordance with the
procedure described Section 3.19(d). The Operating Advisor is only required to review Final Asset Status Reports delivered
to it by the Special Servicer; provided that the Operating Advisor shall request delivery of a Final Asset Status Report to the
extent it has actual knowledge of such Final Asset Status Report.


 


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


 


“Final
Major Decision Reporting Package”: As defined in Section 6.08(a)(ii).


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant
to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the
Master Servicer, Special Servicer, the Holders of the Controlling Class,


 






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or the Holders of the Class R Certificates pursuant
to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds,
REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without
regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b),
will ultimately be recoverable. With respect to all Mortgage Loans other than the Excluded Loans, prior to the occurrence and
continuance of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days (or, if the
Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) to review and approve each such
recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder fails
to approve or disapprove any recovery determination within ten (10) Business Days (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days) of receipt of the initial recovery determination, such consent
shall be deemed given.


 


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


 


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


 


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


 


“Franchise
Required Mortgage Loan”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of
the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt,
the only Franchise Required Mortgage Loans with respect to the Trust are the Mortgage Loans secured by the Mortgaged Properties
or portfolio of Mortgaged Properties identified as AHIP Northeast Portfolio, Starwood Capital Group Hotel Portfolio, Sheraton
DFW, Lightstone Portfolio, Best Western Plus Truckee, Staybridge Suites St. Petersburg, Home2 Suites Amarillo and Hampton Inn
& Suites Rome.


 


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


 


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


 






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


 


“Grantor
Trust”: As defined in the Preliminary Statement hereto.


 


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


 


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


 


“Horizontal
Risk Retention Certificate”: Individually and collectively the Class E-RR, Class F-RR and Class G-RR Certificates.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.32.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.32.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.32.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.32.


 


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


 






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provided, however, that a Person shall not fail to be Independent of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities
issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof,
as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of
doubt, the exception in the proviso above for ownership of 1% or less of any class of securities shall not apply with respect
to the Operating Advisor or the Asset Representations Reviewer.


 


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


 


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


 


“Initial
Delivery Date”: As defined in Section 3.19(d).


 


“Initial
Purchasers”: J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Intercreditor
Agreement”: Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement hereto (each
of such intercreditor agreements, a “Designated Intercreditor Agreement”), and any intercreditor agreement
entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine
indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Non-VRR Certificates is equal to interest for
the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance
or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on 30/360 basis.


 


“Interest
Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest
Deposit Amount”: As defined in Section 3.04(j).


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7,
Interest Reserve Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and
which must be an Eligible Account or subaccount of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Non-VRR Certificates, the sum of (a) the portion
of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution
Date, and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution
Date and (ii) in the case of the Class X Certificates, one-month’s interest


 






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on that amount remaining unpaid at
the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


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


 


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


 


“Investor
Certification”: A certification (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification
contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that
such Person executing the certification is a Certificateholder, the Directing Certificateholder (to the extent such Person is
not a Certificateholder), a Certificate Owner, the Risk Retention Consultation Party, a prospective purchaser of a Certificate
or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either (a) such Person is not
a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all
the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other
than any Excluded Information as set forth herein, (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate
Administrator or (3) if such Person is the Risk Retention Consultation Party, such Person shall have access to all the reports
and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, (iii) that
such Person has received a copy of the final Prospectus (except in the case of a certification by a Companion Holder) and (iv) such
Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which


 






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such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master
Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all other purposes,
except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.


 


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


 


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


 


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


 


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


 


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


 






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Section 9.01 or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan
is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to
the related Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts
for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds
of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation
Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated Specially
Serviced Loan or REO Property, as the case may be, and (B) with respect to each Mortgage Loan and each Serviced Companion
Loan (with respect to any Serviced Companion Loan, only to the extent that (i) the Special Servicer is enforcing the related
mortgage loan seller’s obligations under the applicable mortgage loan purchase agreement with respect to such Serviced Companion
Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the special servicer engaged with respect
to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the Special Servicer (in each
case, under the related Other Pooling and Servicing Agreement)) as to which the Special Servicer obtains any payment or Loss of
Value Payment from the applicable mortgage loan seller in connection with the repurchase of such Mortgage Loan and Serviced Companion
Loan in accordance with Section 2.03(l), equal to the product of the Liquidation Fee Rate and the related payment
or Loss of Value Payment (exclusive of default interest); provided, however, that any such fee payable with respect
to the Serviced Companion Loan shall be payable solely from proceeds on such Serviced Companion Loan; provided, however,
that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer
or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided,
however, that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof, purchases
any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder
for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer will not be
entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any
event described in clause (iv) and (vii) of the definition of “Liquidation Proceeds” (or any substitution
in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of
the Extended Cure Period, (c) any event described in clauses (v) and (vi) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days


 






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following the date that the first purchase option trigger occurs
resulting in such purchase option holder’s purchase option becoming exercisable during that period prior to such Mortgage
Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Companion
Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within
the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination of the
extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to
the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization, or (e) if
a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are
received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole
Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation
Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents);
provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess
Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion
Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee
shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller
makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension
period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (i) 1.00% with respect to any Specially Serviced Loan and REO Property;
provided that if such rate would result in an aggregate Liquidation Fee of less than $25,000, then the Liquidation Fee
Rate will be equal to such higher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower
rate that would result in a Liquidation Fee of $1,000,000.


 


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


 






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pursuant to Section 3.16 and the
related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund
to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose
of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value
Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which
the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller).
With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds
to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to each Servicing Shift Whole Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the
Loan-Specific Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related
Controlling Companion Loan as set forth in Exhibit S. On and after the applicable Servicing Shift Securitization Date,
there will be no Loan-Specific Directing Certificateholder under this Agreement with respect to the related Servicing Shift Whole
Loan. As of the Closing Date, DBNY (or an affiliate) is expected to be the Loan-Specific Directing Certificateholder with respect
to the Servicing Shift Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Lightstone
Portfolio”.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR and Class LVRR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive of the Excess Interest)


 






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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7,
Commercial Mortgage Pass-Through Certificates, Series 2017-C7, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


“Master
Servicer”: With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association,
and its successors in interest and assigns, or any successor appointed as allowed herein.


 


“Master
Servicer Major Decision”: (a) With respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan)
or related Serviced Companion Loan, (i) other than with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal
Period), any Major Decision under clauses (i)(A)(3)(x), (i)(A)(3)(y) and (B) through (D) of the definition
of “Major Decision”, and (ii) with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period,
any Mural Lofts Major Decision under clauses (ix), (x) and (xiii) of the Mural Lofts Major Decisions and (b) with respect to any
Specially Serviced Loan, (i) other than with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period,
any Major Decision under clause (i)(C) of the definition of “Major Decision” and (ii) with respect to the Mural
Lofts Whole Loan prior to a related AB Control Appraisal Period, clause (xiii) of the Mural Lofts Major Decisions.


 






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


 


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


 


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


 


“Material
Document Defect”: With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value
of such Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but
not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates
or on the value of those Certificates.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, and its successors in interest. If neither Morningstar nor any successor remains in existence,
“Morningstar” shall be deemed to


 






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


 


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


 


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01,
collectively the following documents:


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay to the
order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of JPMDB Commercial Mortgage
Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)        an
original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank,
and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the
applicable recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the
originator to “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMDB Commercial
Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7” or in blank and, in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 






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(v)         an
original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


(vi)        the
original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned
pursuant to items (iii) or (v) above;


 


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


 


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


 


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


 


(x)         an
original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage
Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that assignment,
a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


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


 


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


 


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


 






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


 


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


 


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


 


(xvii)     the
original or a copy of any related mezzanine intercreditor agreement;


 


(xviii)    the
original or a copy of all related environmental insurance policies; and


 


(xix)       a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of
the Closing Date (the “Mortgage Loan Checklist”);


 


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


 






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connection
with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the
applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening
endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a copy of the
Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix)
and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and
need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf,
and (f) in connection with any (A) Non-Serviced Mortgage Loan, any and all document delivery requirements as
regards the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase
Agreement will also be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the
applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the
custodian under the related Non-Serviced PSA) and (B) Servicing Shift Mortgage Loan, the foregoing documents shall be
delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date and such documents (other
than the documents described in clause (i) above) shall be transferred to the custodian pursuant to Section 2.01(i).


 


“Mortgage
Loan”: Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being
understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred
and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage
Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related
agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage
Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


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


 


(ii)         the
Mortgagor’s name;


 






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


 


(iv)        the
Mortgage Rate in effect at origination;


 


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


 


(vi)        the
original principal balance;


 


(vii)      
the Cut-off Date Balance;


 


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


 


(ix)        
the original and remaining amortization terms;


 


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


 


(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)       number
of grace days;


 


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


 


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


 


(xxii)      whether
the related Mortgage Loan permits defeasance;


 






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(xxiii)     the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


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


 


“Mortgage
Loan Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association organized under
the laws of the United States, or its successor in interest and (ii) German American Capital Corporation, a Maryland corporation,
or its successor in interest.


 


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


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue
on such Mortgage Loan or related Serviced Companion Loan from time to time in accordance with the related Mortgage Note and applicable
law; or (ii) any Mortgage Loan or related Serviced Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any
ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


“Mural
Lofts Major Decision”: With respect to the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as “Mural Lofts”, the “major decisions” listed in the related Intercreditor Agreement.


 


“Mural
Lofts Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Mural
Lofts”.


 


“Net
Investment Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Account or Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date,
the


 






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amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the
Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the
investment of such funds in accordance with Section 3.06.


 


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


 


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


 


“Net
Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating
Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time
to time endorsed and put forth by the CREFC®.


 


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


  






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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than an portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued
and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan), in
consultation with the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and
with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the master servicer and, to the extent required
under the related Co-Lender Agreement, special servicer under any Other Pooling and Servicing Agreement, and, with respect to
a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master Servicer under the Non-Serviced
PSA), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee,
provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination
that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I
Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance
is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect
to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection
with a securitization of the related Non-Serviced Companion Loan determines that a P&I Advance with respect to the related
Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the
Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage
Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee,
as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable
P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related
Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee,
as applicable, shall be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the
terms of the related Mortgage Loan or Companion Loan(s), as applicable, as it may have been modified and (ii) the related


 






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Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the
Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries, (d) to give
due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are
being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the fact that related proceeds
are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed
or deferred Advance and (e) with respect to a Non-Serviced Whole Loan, any non-recoverability determination of the Non-Serviced
Master Servicer or Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest advance for a
Non-Serviced Companion Loan. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, shall
be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount
with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer, the Trustee or the Special Servicer because there is insufficient principal available for such recovery,
in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under
consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating
Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer,
the Special Servicer, the Operating


 






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Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any
Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any),
such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage
Loan.


 


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


 






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determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request, from the
Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer,
as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in
its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s
or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the
Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a
Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate
delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee),
the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced
Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option (with respect
to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded
Loan), in consultation with the Directing Certificateholder) make a determination in accordance with the Servicing Standard, that
any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the applicable master servicer under
the related Other Pooling and Servicing Agreement, and with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall
deliver to the related Non-Serviced Master), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon,
the Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation
to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain
with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and
not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the
Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer


 






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


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class D, Class E-RR, Class F-RR,
Class G-RR, Class R, Class Z, Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5, Class VRR-ASB, Class
VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class VRR-G or Class VRR Certificate.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each Companion Loan that is part of a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement relating to a Non-Serviced Whole Loan.


 






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


 


“Non-Serviced
Mortgage Loan”: Each Mortgage Loan that is part of a Non-Serviced Whole Loan.


 


“Non-Serviced
Mortgaged Property”: Any Mortgaged Property securing a Non-Serviced Whole Loan. The Preliminary Statement hereto lists
the Non-Serviced Mortgaged Properties relating to the Trust as of the Closing Date.


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth in the Preliminary
Statement hereto.


 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration
of a Non-Serviced Whole Loan. The Preliminary Statement hereto lists the Non-Serviced PSAs relating to the Trust as of the Closing
Date.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing
agreement other than this Agreement. The Preliminary Statement hereto lists the Non-Serviced Whole Loans relating to the Trust
as of the Closing Date.


 


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


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


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


 


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


 


“Non-VRR
Certificate Available Funds”: With respect to any Distribution Date, the sum of (i) the Non-VRR Percentage of the Aggregate
Available Funds for such Distribution Date and (ii) the Non-VRR Certificate Gain-on-Sale Remittance Amount for such Distribution
Date.


 






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


 


“Non-VRR
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for
the benefit of the Certificateholders (other than the Holders of the Vertical Risk Retention Certificates), which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial
Mortgage Pass-Through Certificates, Series 2017-C7, Non-VRR Certificate Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Non-VRR
Certificate Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(e)(i).


 


“Non-VRR
Certificate Realized Loss”: With respect to any Distribution Date, amount, if any, by which (i) the Non-VRR Percentage
of the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related
Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the then aggregate Certificate Balance
of the Principal Balance Certificates (other than the Vertical Risk Retention Certificates) after giving effect to distributions
of principal on such Distribution Date.


 


“Non-VRR
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D,
Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates.


 


“Non-VRR
Percentage”: 97.25%. For the avoidance of doubt, at all times the sum of the VRR Percentage and the Non-VRR Percentage
shall equal 100%.


 


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates,
the Class X-B Notional Amount and in the case of the Class X-D Certificates, the Class X-D Notional Amount.


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by an NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in


 






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favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed
to recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor Consultation Event: The occurrence of the Certificate Balances of the Class E-RR, Class F-RR and Class G-RR Certificates
in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of such classes) is 25% or less of the initial Certificate Balances of such classes in the aggregate.


 


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


 


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


 






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


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (excluding each of (i) the Non-Serviced Mortgage
Loans, (ii) the Servicing Shift Mortgage Loans and (iii) any Companion Loan), the fee payable to the Operating Advisor
pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00481%.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Original
Certificate Balance”: As defined in the Preliminary Statement.


 


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


 


“Original
Notional Amount”: As defined in the Preliminary Statement.


 


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


 






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


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement, as applicable,
that creates a trust whose assets include any Serviced Companion Loan.


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any master servicer, servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.
With respect to the delivery of any notices, reports or other information required to be delivered pursuant to this Agreement
by any party hereto to an Other Servicer, “Other Servicer” shall mean the master servicer under the applicable Other
Pooling and Servicing Agreement and, only to the extent required by or contemplated by the related Intercreditor Agreement, the
special servicer under the applicable Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class X-A Pass-Through Rate,
the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through
Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E-RR Pass-Through Rate, the Class F-RR
Pass-Through Rate or the Class G-RR Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 






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“Percentage
Interest”: As to any Certificate (other than the Class R and Class Z Certificates), the percentage interest
evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other
than the Class R and Class Z Certificates), the percentage interest is equal to the Denomination as of the Closing Date
of such Certificate divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates
as of the Closing Date. For these purposes on any date of determination, (i) the Denomination as of the Closing Date” of
any Exchangeable Certificate or any Class VRR Certificate received in an exchange will be determined as if such Certificate was
part of the related Class on the Closing Date, (ii) the “Denomination as of the Closing Date” of any Exchangeable
Certificate or any Class VRR Certificate surrendered in an exchange will be determined as if such Certificate was not part of
the related Class on the Closing Date and (iii) the “initial Certificate Balance” of the related Class of Exchangeable
Certificates or Class VRR Certificates will be determined as if such Class consisted only of the Certificates comprising the Class
on that date of determination and such Certificates had been outstanding as of the Closing Date. With respect to a Class R
or Class Z Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be
a Permitted Investment only if such investment


 






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would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the short-term
debt obligations of which are rated at least “F1” by Fitch and in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A” by Fitch and “A2” by Moody’s,
(B) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days,
the short-term obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating category
by Moody’s or the long-term obligations of which are rated at least “AA-” by Fitch and “A2” by Moody’s,
(C) in the case of such investments with maturities of six (6) months or less, but more than three (3) months,
the short-term obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating category
by Moody’s and the long-term obligations of which are rated at least “AA-” by Fitch and “Aa3” by
Moody’s, (D) in the case of such investments with maturities of more than six (6) months, the short-term obligations
of which are rated at least “F1+” by Fitch and in the highest short-term rating category by Moody’s and the
long-term obligations of which are rated at least “AA-” by Fitch and “Aaa” by Moody’s (or, in each
case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, 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), (E) for maturities of less than three (3) months, a short term rating of “R-1
(middle)” by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which
may be Moody’s and/or Fitch)) and (F) for maturities greater than three (3) months, a long-term rating of “AAA”
by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be Moody’s
and/or Fitch));


 


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


 


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


 






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state thereof which mature in one (1) year or less from the date of acquisition, (A) if it has a term
of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category
of Fitch, (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or
the long-term obligations of which are rated at least “A2” by Moody’s and (3) a short-term rating of which
are rated “R-1 (middle)” by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by
two other NRSROs (which may be Moody’s and/or Fitch)), (B) if it has a term of more than three months and not in excess
of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and
the long-term obligations of which are rated at least “Aa3” by Moody’s and “AAA” by DBRS (if then
rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be Moody’s and/or Fitch))
and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term
rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa” by Moody’s
and “AAA” by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs
(which may be Moody’s and/or Fitch)) (or, in the case of any such Rating Agency as set forth in clauses (A)
through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)         commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof and (A) which is rated in the highest rating category of Fitch,
(B)(1) for maturities of less than three (3) months, a short-term rating of “R-1 (middle)” by DBRS (if then rated
by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be Moody’s and/or Fitch))
and (2) for maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then rated
by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be Moody’s and/or Fitch))
and (C)(1) in the case of such investments with maturities of 30 days or less, the short-term obligations of which corporation
are rated at least in the highest short-term debt rating category of Moody’s or the long-term obligations of which corporation
are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities of three months
or less, but more than 30 days, the short-term obligations of which are rated at least in the highest short-term debt rating
category of Moody’s, or the long-term obligations of which are rated at least “A2” by Moody’s, (3) in
the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of
which are rated at


 






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least “P1” by Moody’s and the long-term obligations of which corporation are rated at least
“Aa3” by Moody’s, and (4) in the case of such investments with maturities of more than six months, the
short-term obligations of which are rated at least “P1” by Moody’s and the long-term obligations of which are
rated at least “Aaa” by Moody’s;


 


(vi)        money
market funds which seek to maintain a constant net asset value per share, rated in the highest rating categories of Fitch and
DBRS (if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher) by
at least two (2) NRSROs (which may include Fitch, DBRS, Moody’s and/or S&P)) and “Aaa-mf” by Moody’s
(or, if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating
to the Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have
substantially all of their assets invested continuously in the types of investments referred to in clause (i) above
and (b) have net assets of not less than $5,000,000,000;


 


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


 


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


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change
and (b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single
interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further,
however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest
payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide
a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by any Trust REMIC (even if not yet


 






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deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted
Investments may not be purchased at a price in excess of par and may not be interest-only securities.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees,
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 any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in
accordance with this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued


 






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at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable,
and (y) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee
Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any
later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls
or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


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


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).


 


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


 


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


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate


 






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Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, ClassVRR-A5,
Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class VRR-G and Class VRR Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Vertical
Risk Retention Certificates), the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-VRR
Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable
and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors,


 






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arbitration
parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted
Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the
Trustee, as evidenced by an opinion of counsel (which will be an additional expense of the Trust) delivered to each of the Master
Servicer, the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan), the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation,
order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Person (including the Directing Certificateholder and the Risk Retention Consultation Party) who
provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower
Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is the Directing
Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Certificateholder, any Controlling Class Certificateholder or the Risk Retention Consultation Party, any information other than
the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating
Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller
or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly
or indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above;
provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or
the Certificate Administrator to restrict the Special Servicer’s access to any information on the Master Servicer’s
Internet website or the Certificate Administrator’s Website and in no case shall the Master Servicer or the Certificate
Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer


 






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Information relating to the Excluded
Special Servicer Loans; and provided, further, that any Excluded Controlling Class Holder shall be permitted to
reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may
be. Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall
have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to
any Excluded Special Servicer Loan.


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated October 16, 2017.


 


“PSA
Party Repurchase Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related
Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)          the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph of this definition, the related Companion Loan(s))) as of the date of purchase; plus


 


(ii)         all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan(s))), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest on an ARD Loan), to, but not including,
the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 



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(iii)            all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid), Liquidation Fees (to the extent set forth in clause (v) below) and any other
additional Trust Fund expenses in respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph of this definition, the related Companion Loan(s))); plus


 


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


 


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


 


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


 






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


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced special servicer or its affiliate),
(iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation
by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled to receive
any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s
recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from
the Operating Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by
100% of the Certificateholders, (vi) (A) confirms in writing that it was appointed to act as, and currently serves as,
special servicer on a transaction level basis on the closing date of a commercial mortgage-backed securitization with respect
to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are still outstanding
and rated by Moody’s and (B) is not a special servicer that has been publicly cited by Moody’s as having servicing
concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a rating downgrade or


 






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withdrawal) of securities in a transaction serviced by the applicable
servicer prior to the time of determination, (vii) currently has a special servicer rating of at least “CSS3”
from Fitch and (viii) is currently acting as a special servicer in a transaction rated by DBRS and has not been publicly
cited by DBRS as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a
transaction serviced by the applicable servicer prior to the time of determination.


 


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


 






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substituted
for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of
aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each
of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a
weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the
Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the
CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the
related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on,
or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates (other
than the Vertical Risk Retention Certificates) having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the
Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to
the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Non-VRR Certificates, the Distribution Date in October 2050.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class
X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class VRR-A1, Class VRR-A2, Class VRR-A3, Class
VRR-A4, Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class VRR-G
and Class VRR Certificates.


 


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


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


“Related
Certificates”, “Related Trust Components” and “Related Lower-Tier Regular Interests”:
For each of the following Classes of Certificates or Trust Components, the related Class of Lower-Tier Regular Interests; and
for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates or Trust Components, as applicable,
set forth below:


 









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	Related
Certificates or Trust 

Components
	Related

Lower-Tier Regular Interest

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	Class
    LA4 Uncertificated Interest
	Class
    A-5 Certificates	Class
    LA5 Uncertificated Interest
	Class
    A-SB Certificates	Class
    LASB Uncertificated Interest
	Class
    A-S Certificates	Class
    LAS Uncertificated Interest
	Class B
    Certificates	Class
    LB Uncertificated Interest
	Class C
    Certificates	Class
    LC Uncertificated Interest
	Class D
    Certificates	Class
    LD Uncertificated Interest
	Class
    E-RR Certificates	Class
    LE-RR Uncertificated Interest
	Class
    F-RR Certificates	Class
    LF-RR Uncertificated Interest
	Class
    G-RR Certificates	Class
    LG-RR Uncertificated Interest
	Class
    VRR-A1 Trust Component	Class
    LVRRA1 Uncertificated Interest
	Class
    VRR-A2 Trust Component	Class
    LVRRA2 Uncertificated Interest
	Class
    VRR-A3 Trust Component	Class
    LVRRA3 Uncertificated Interest
	Class
    VRR-A4 Trust Component	Class
    LVRRA4 Uncertificated Interest
	Class
    VRR-A5 Trust Component	Class
    LVRRA5 Uncertificated Interest
	Class
    VRR-ASB Trust Component	Class
    LVRRASB Uncertificated Interest
	Class
    VRR-AS Trust Component	Class
    LVRRAS Uncertificated Interest
	Class
    VRR-B Trust Component	Class
    LVRRB Uncertificated Interest
	Class
    VRR-C Trust Component	Class
    LVRRC Uncertificated Interest
	Class
    VRR-D Trust Component	Class
    LVRRD Uncertificated Interest
	Class
    VRR-E Trust Component	Class
    LVRRE Uncertificated Interest
	Class
    VRR-F Trust Component	Class
    LVRRF Uncertificated Interest
	Class
    VRR-G Trust Component	Class
    LVRRG Uncertificated Interest


 


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


 


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


 


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


 






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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and, with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association, or the applicable successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7,
Commercial Mortgage Pass-Through Certificates, Series 2017-C7, REO Account”. Any such account or accounts shall be an Eligible
Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of a REO Loan. All amounts


 






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


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any
Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 






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


 


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


 


“Repurchase
Request Recipient”: As defined in Section 2.03(g).


 


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


 


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


 


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


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage
Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been
substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable
Mortgage Loan Seller has made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing
Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust
as a result of a sale or other disposition in accordance with this Agreement.


 


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


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained
Fee Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 






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“Retained
Interest Safekeeping Account”: One or more accounts maintained by the Certificate Administrator, which account(s) shall
be deemed to be owned (i) with respect to the Horizontal Risk Retention Certificates, by the Holder(s) of the Horizontal
Risk Retention Certificates in proportions equal to their respective Percentage Interests and (ii) with respect the Vertical
Risk Retention Certificates, by the Holders of the Vertical Risk Retention Certificates in proportion to their respective Percentage
Interest.


 


“Retaining
Party”: Any Holder of a Risk Retention Certificate and any successor Holder of such Risk Retention Certificate. As of
the Closing Date, the Retaining Parties shall be (i) the Third Party Purchaser with respect to the Horizontal Risk Retention Certificates
and (ii) DBNY with respect to the Vertical Risk Retention Certificates.


 


“Retaining
Sponsor”: German American Capital Corporation.


 


“Review
Materials”: As defined in Section 12.01(b).


 


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


 


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


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate” of, or “affiliated”
with, respectively, as such terms are defined in Section 244.2 of the Risk Retention Rule.


 


“Risk
Retention Allocation Factor”: An amount equal to the VRR Percentage divided by the Non-VRR Percentage.


 


“Risk
Retention Certificate”: Each Horizontal Risk Retention Certificate or Vertical Risk Retention Certificate.


 


“Risk
Retention Consultation Party”: A Risk Retention Consultation Party shall be the party selected by the Holders of more
than 50% of the Vertical Risk Retention Certificates (by Certificate Balance, as determined by the Certificate Registrar) from
time to time. The initial Risk Retention Consultation Party shall be DBNY.


 


“Risk
Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246), under Section 15G of the Securities Exchange
Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766),
as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
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 in the adopting release (79 F.R. 77601 


 






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et seq.) or by the staff of any such agency, 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.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Serviced
AB Whole Loan”: Any AB Whole Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, the Whole Loan
secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Mural Lofts” is a Serviced AB Whole
Loan.


 


“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Noteholder”,
“Directing Lender” or similarly defined party identified in the related AB Intercreditor Agreement. With respect to
the Serviced AB Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Mural Lofts”,
the related Serviced AB Whole Loan Controlling Holder as of the Cut-off Date is Janus Henderson Global Bond Fund.


 


“Serviced
AB Subordinate Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AW Whole Loan.


 


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Whole Loan. The Preliminary Statement hereto lists the
Serviced Whole Loans related to the Trust as of the Closing Date.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion
Loan.


 


“Serviced
Companion Noteholder”: Any holder of record of any Serviced Companion Loan.


 






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“Serviced
Mortgage Loan”: A Mortgage Loan that is part of a Serviced Whole Loan. The Preliminary Statement hereto lists the Serviced
Whole Loans related to the Trust as of the Closing Date.


 


“Serviced
Pari Passu Companion Loan”: A Serviced Companion Loan that is pari passu in right of payment with the Mortgage
Loan included in the related Serviced Whole Loan. The Preliminary Statement hereto lists the Serviced Whole Loans with pari passu
 Companion Loans.


 


“Serviced
Pari Passu Mortgage Loan”: Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan.


 


“Serviced
Pari Passu Whole Loan”: A Serviced Whole Loan that consists of a Mortgage Loan and one or more Serviced Pari Passu Companion
Loans. The Preliminary Statement hereto lists the Serviced Whole Loans with Serviced Pari Passu Companion Loans.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: A Whole Loan that is serviced and administered pursuant to this Agreement. The Preliminary Statement hereto
lists the Serviced Whole Loans related to the Trust as of the Closing Date.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor
Agreement; provided, however, that, unless otherwise required under the related Intercreditor Agreement, no remittance
is required to be made until two (2) Business Days after receipt of properly identified and available funds constituting
the related Periodic Payment with respect to the related Serviced Whole Loan.


 


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


 






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


 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each
case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which
interest is calculated in respect of such loans. With respect to each Non-Serviced Mortgage Loan, the “Servicing Fee Rate”
shall be a per annum rate equal to 0.00250%. With respect to each Pari Passu Companion Loan included in a Servicing Shift
Whole Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum
rate equal to the related “Non-Serviced Primary Servicing Fee Rate” in the table and footnotes under the heading
“Whole Loans” in the Preliminary Statement hereto.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually


 






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delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of
any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating
to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for


 






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such Servicing Shift Whole Loan. The Preliminary Statement hereto lists the Servicing Shift Lead Notes for the Servicing
Shift Whole Loans related to the Trust as of the Closing Date.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. The Preliminary Statement hereto lists the Servicing Shift Whole Loans related to the Trust as of
the Closing Date.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. The Preliminary Statement hereto lists
the Servicing Shift Whole Loans related to the Trust as of the Closing Date.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan,
the occurrence of any of the following events:


 


(i)              with
respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended
as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)             with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with respect
to the related Balloon Payment; provided that if (A) the related Mortgagor has provided prior to the related Maturity
Date a fully executed term sheet or refinancing commitment or a signed purchase and sale agreement for a refinancing of the related
Mortgage Loan or sale of the Mortgaged Property (in each case subject only to typical due diligence and closing conditions) in
a manner consistent with


 






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CMBS market practices and that is satisfactory in form and substance to the Master Servicer from an acceptable
lender or purchaser reasonably satisfactory to the Master Servicer, which provides that a refinancing of such Mortgage Loan or
Whole Loan or the sale of the related Mortgaged Property will occur within one hundred and twenty (120) days after the date
on which such Balloon Payment will become due (and the Master Servicer shall promptly forward such documentation to the Special
Servicer), (B) the related Mortgagor continues to make its Assumed Scheduled Payment and (C) no other Servicing Transfer
Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan, a Servicing Transfer Event will not occur
until the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date and (2) the date on which
such documentation expires; or


 


(iii)            any
Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage
Loan with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the
related Companion Loan(s) or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms
and provisions of the related Intercreditor Agreement); or


 


(iv)            the
Master Servicer makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to be cured by
the related Mortgagor within sixty (60) days; or


 


(v)             a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, 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, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation
Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special
Servicer); or


 


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


 


(vii)           the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any


 






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applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


 


(viii)          a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with
the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely
affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans, as applicable), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related
Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes
an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days);
or


 


(ix)             the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the
Mortgage on the related Mortgaged Property; or


 


(x)              the
Master Servicer determines that (a) a default (other than as described in clause (iv) above) under a Mortgage
Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially impair the value of
the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion Loan (if any) or otherwise materially
adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of
any Companion Loans, as applicable), and (c) the default will continue unremedied for the applicable cure period under the
terms of the Mortgage Loan or related Companion Loan, as applicable, or, if no cure period is specified and the default is capable
of being cured, for thirty (30) days; provided that such 30-day grace period does not apply to a default that gives
rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion
Loan, as applicable;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan shall also become a
Specially Serviced


 






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Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the related Non-Serviced PSA.


 


Notwithstanding
the foregoing, the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be
a Specially Serviced Loan as a result of imminent default under clause (iv) or (x) above. Upon receipt
of any such written notice, the Master Servicer shall deliver an Officer’s Certificate to each of the Depositor and the
Special Servicer with its determination of whether to transfer such Mortgage Loan to special servicing under clause (iv)
or (x) above and the reasons for such determination, and such determination will be conclusive with respect to a servicing
transfer at that time.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender
under the related Mortgage Loan documents. The Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator
acknowledge that in the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced
Companion Loan, the date on which quarterly financial statements, are required to be delivered to the related lender under the
related Mortgage Loan documents is, with respect to net operating income information, for the Pari Passu Companion Loans related
to (A) the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Moffett Place
Building 4”, 45 days following the end of each fiscal quarter, (B) the Whole Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as “U-Haul SAC Portfolios 14, 15, 17”, 20 days following the end of
each fiscal quarter, (C) the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Station
Place III”, 45 days following the end of each fiscal quarter, (D) the Whole Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as “AHIP Northeast Portfolio 1”, 45 days following the end of each fiscal
quarter, (E) the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “521-523 East
72nd Street”, 30 days following the end of each fiscal quarter, (F) the Whole Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as “IRG Portfolio”, 45 days following the end of each fiscal quarter,
(G) the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Walgreens Witkoff Portfolio”,
45 days following the end of each fiscal quarter, (H) the Whole Loan secured by the Mortgaged Property identified on the
Mortgage Loan Schedule as “Capital Centers II & III”, 45 days following the end of each fiscal quarter, (I)
the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Lightstone Portfolio”
(prior to the related Servicing Shift Securitization Date, 45 days following the end of each fiscal quarter, (J) the Whole
Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Covance Business Center”, 45 days
following the end of each fiscal quarter and (K) the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as “Mural Lofts”, 20 days following the end of each fiscal quarter, in each case, subject to the terms
of the related loan agreement, provided that, as provided under the related loan agreement, the Master Servicer or the
Special Servicer, as


 






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applicable, shall request the related Mortgagor to provide such information in a timely manner as may be
required to meet all filing requirements under Regulation AB.


 


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


 


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


 


“Sole
Certificateholder”: Any Certificate Owner(s) or Certificateholder(s) acting in unanimity, holding 100% of the then-outstanding
Class E-RR, Class F-RR, Class G-RR Certificates and Vertical Risk Retention Certificates; provided, however, that
the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C
and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06(b)(i).


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, Midland Loan Services, a Division of PNC Bank, National Association and
its successors in interest and assigns, or any successor special servicer appointed as herein provided and (ii) any Excluded
Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g), as applicable
and as the context may require. For the avoidance of doubt, all references to the obligations or liabilities of the “Special
Servicer” in this Agreement shall mean the applicable special servicer as provided herein.


 


“Special
Servicer Major Decision”: (a) With respect to any Non-Specially Serviced Loan, (i) other than with respect to the Mural
Lofts Whole Loan prior to a related AB Control Appraisal Period, any Major Decision under clauses (i)(A)(1), (i)(A)(2),
(i)(A)(3)(z) and (E) through (N) of the definition of “Major Decision” and (ii) with respect
to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, any Mural Lofts Major Decision under clauses (i)
through (viii), (xi) through (xii) and (xiv) of the Mural Lofts Major Decision and (b) with respect to any Specially Serviced
Loan, (i) other than with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, any Major Decision
other than a Major Decision under clause (i)(C) of the definition of “Major Decision” and (ii) with respect
to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, any Mural Lofts Major Decision other than under
clause (xiii) of the Mural Lofts Major Decisions.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan-by-loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the
Specially Serviced Loans and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500,
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan


 






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shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such
Specially Serviced Loan or REO Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
unpaid principal balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan,
as of the date it is added to the trust) after application of all payments of principal due during or prior to the month of substitution,
whether or not those payments have been received) minus (y) the sum of:


 


(i)               the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


(ii)             all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)             the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and
Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution); and


 


(iv)            any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the
sum of:


 


(i)               the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)              the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a


 






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Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s) on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
Intercreditor Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loans”: As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loans.


 


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


 


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material Servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled


 






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payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective
classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form
1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information,
reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Third
Party Purchaser”: KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee
Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transfer
Restriction Period”:


 


(a)            With
respect to the Vertical Risk Retention Certificates, the period from the Closing Date to the earliest of (A) the date that
is the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been
reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the sum of the aggregate
outstanding principal balance of the Principal Balance Certificates has been reduced to 33.0% of the sum of the aggregate outstanding
principal balance of the Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date;
or (B) the date on which the Risk Retention Rule has been officially abolished or officially determined by the regulatory
agencies set forth in the definition of “Risk Retention Rule” to be no longer applicable to this transaction or the
Vertical Risk Retention Certificates; and


 






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(b)            With
respect to the Horizontal Risk Retention Certificates, the period from the Closing Date to the earliest of (A) the date that
is the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been
reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the sum of the aggregate
outstanding principal balance of the Principal Balance Certificates has been reduced to 33.0% of the sum of the aggregate outstanding
principal balance of the Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date,
(B) the date on which all of the Mortgage Loans have been defeased in accordance with §244.7(b)(8)(i) of the Risk Retention
Rule; or (C) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably withheld), the date
on which the Risk Retention Rule has been officially abolished or officially determined by the regulatory agencies set forth in
the definition of “Risk Retention Rule” to be no longer applicable to this transaction or the Horizontal Risk Retention
Certificates.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “JPMDB Commercial Mortgage Securities
Trust 2017-C7”.


 


“Trust
Component”: As defined in Section 5.09(a).


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein);


 






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(viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Class VRR Distribution Account, the
Excess Interest Distribution Account, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account (to the
extent of the Trust’s interest in such Non-VRR Certificate Gain-on-Sale Reserve Account), the VRR Certificate Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such VRR Certificate Gain-on-Sale Reserve Account) and any REO
Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of
the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier
Regular Interests and the Trust Components; (xii) the Interest Deposit Amount and (xiii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve
accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust-Level
Basis”: With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its
duties with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into account the Special
Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation
report, Major Decision Reporting Package (after the occurrence and continuance of an Operating Advisor Consultation Event), Asset
Status Report (after the occurrence and continuance of an Operating Advisor Consultation Event), Final Major Decision Reporting
Package, Final Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer or made
available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year
(together with any additional information and material reviewed by the Operating Advisor) (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


“Trust
REMIC”: as defined in the Preliminary Statement.


 


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


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 






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“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Drexel Hamilton, LLC and Academy Securities, Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance
was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial
Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 






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“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax
Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Vertical
Risk Retention Certificates”: The Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5, Class VRR-ASB,
Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class VRR-G and Class VRR Certificates.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional
Amounts as of the date of determination) and (ii) in the case of any Principal Balance Certificates, a percentage equal to
the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any
vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating
Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking
into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding
such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote
for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor
pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.05(a) hereof) of the Principal Balance Certificates, each determined as of the Distribution Date immediately
preceding such time. For purposes of such allocations, (i) the Class VRR-A1 Certificates and the Class VRR Component VRR-A1 of
the Class VRR Certificates will be considered as if they together constituted a single “Class”; (ii) the Class VRR-A2
Certificates and the Class VRR Component VRR-A2 of the Class VRR Certificates will be considered as if they together constituted
a single “Class”; (iii) the Class VRR-A3 Certificates and the Class VRR Component VRR-A3 of the Class VRR Certificates
will be considered as if they together constituted a single “Class” ; (iv) the Class VRR-A4 Certificates and the Class
VRR Component VRR-A4 of the Class VRR Certificates will be considered as if they together constituted a single “Class”;
(v) the Class VRR-A5 Certificates and the Class VRR Component VRR-A5 of the Class VRR Certificates will be considered as if they
together constituted a single “Class”; (vi) the Class VRR-ASB Certificates and the Class VRR Component VRR-ASB of
the Class VRR Certificates will be considered as if they together constituted a single “Class”; (vii) the Class VRR-AS
Certificates and the Class VRR Component VRR-AS of the Class VRR Certificates will be


 






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considered as if they together constituted
a single “Class”; (viii) the Class VRR-B Certificates and the Class VRR Component VRR-B of the Class VRR Certificates
will be considered as if they together constituted a single “Class”; (ix) the Class VRR-C Certificates and the Class
VRR Component VRR-C of the Class VRR Certificates will be considered as if they together constituted a single “Class”;
(x) the Class VRR-D Certificates and the Class VRR Component VRR-D of the Class VRR Certificates will be considered as if they
together constituted a single “Class”; (xi) the Class VRR-E Certificates and the Class VRR Component VRR-E of the
Class VRR Certificates will be considered as if they together constituted a single “Class”; (xii) the Class VRR-F
Certificates and the Class VRR Component VRR-F of the Class VRR Certificates will be considered as if they together constituted
a single “Class”; and (xiii) the Class VRR-G Certificates and the Class VRR Component VRR-G of the Class VRR Certificates
will be considered as if they together constituted a single “Class”. Voting Rights will be allocated to the Class
VRR Certificates only with respect to each portion of the Trust Component that is part of such Class of Certificates, as described
in the preceding sentence. None of the Class R or Class Z Certificates shall be entitled to any Voting Rights.


 


“VRR
Certificate Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the VRR
Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the VRR Certificate Gain-on-Sale Remittance
Amount for such Distribution Date.


 


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


 


“VRR
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for
the benefit of the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMDB
Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, VRR Certificate Gain-on-Sale
Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“VRR
Certificate Interest Distribution Amount”: With respect to any Distribution Date, the Vertical Risk Retention Certificates
and the Class VRR Trust Components, an amount equal to the product of (A) the Risk Retention Allocation Factor and (B) the
aggregate amount of interest distributed on the Non-VRR Certificates pursuant to clauses (i), (iv), (vii),
(x), (xiii), (xvi), (xix) and (xxii) of Section 4.01(a) on such Distribution Date.


 


“VRR
Certificate Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(e)(ii).


 


“VRR
Certificate Principal Distribution Amount”: With respect to the Vertical Risk Retention Certificates and the Class VRR
Trust Components, for any Distribution Date, an


 






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amount equal to the product of (A) the Risk Retention Allocation Factor and
(B) the aggregate amount of principal distributed on the Non-VRR Certificates pursuant to clauses (ii), (v),
(viii), (xi), (xiv), (xvii), (xx) and (xiii) of Section 4.01(a) on such
Distribution Date.


 


“VRR
Certificate Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the VRR Percentage
of the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related
Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the Certificate Balance of the Class
VRR Trust Components after giving effect to distributions of principal on such Distribution Date.


 


“VRR
Certificate Realized Loss Interest Amount”: With respect to the Risk Retention Certificates and the Class VRR Trust
Components for any Distribution Date, an amount equal to the product of (A) the Risk Retention Allocation Factor and (B) the
aggregate amount of interest distributed on the Non-VRR Certificates pursuant to clauses (iii), (vi), (ix),
(xii), (xv), (xviii), (xxi) and (xxiv) of Section 4.01(a) on such Distribution
Date.


 


“VRR
Interest Rate”: As defined in the Preliminary Statement hereto.


 


“VRR
Percentage”: 2.75%.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving
effect to any payments received during any applicable Grace Period).


 


“Whole
Loan”: A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the
same Mortgaged Property. The Preliminary Statement hereto lists the Whole Loans related to the Trust.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on
or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in


 






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any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a fee of 1.00% of each collection (other than Penalty Charges and Excess
Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic
Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i)
or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for so
long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


“YM
Group”: YM Group A, YM Group B, YM Group C or YM Group RR, as applicable.


 


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


 


“YM
Group B”: Collectively, the Class B, Class C and Class X-B Certificates.


 


“YM
Group C”: The Class D and Class X-D Certificates.


 


“YM
Group RR”: Collectively, the Class E-RR, Class F-RR and Class G-RR Certificates.


 


Section 1.02     
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)           
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be


 






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received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)          
Any reference to the Certificate Balance of any Class of Principal Balance Certificates or Trust Components or Class VRR Components
on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or Trust
Components or Class VRR Components on such Distribution Date after giving effect to (a) any distributions made on such Distribution
Date pursuant to Section 4.01(a), (b) and (c), (b) any Realized Losses allocated to such Class
of Principal Balance Certificates or Trust Components or Class VRR Components on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount or Class VRR Certificate Principal Distribution Amount, as applicable, which recoveries are allocated to such Class of
Principal Balance Certificates or Trust Components or Class VRR Components, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)          
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to
a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent
Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)           
Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and the related Serviced Pari Passu


 






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Companion Loan (if any), in accordance with the respective Stated Principal Balances
of the related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


[End
of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     
Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right,
title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule,
(ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage
Loan Purchase Agreements, (iii) the Intercreditor Agreements, (iv) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (v) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA;
(vi) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (vii) the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under
the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (viii) any Assignment of Leases and any security agreements
(to the extent of the Trust’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (x) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Class VRR Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Non-VRR Certificate Gain-on-Sale Reserve Account), the VRR Certificate Gain-on-Sale Reserve Account (to the extent of
the Trust’s interest in such VRR Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements
(to the extent of the Trust’s interest therein); (xii) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xiii) the Lower-Tier Regular Interests and the Trust
Components; (xiii) the Interest Deposit Amount and (xiv) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor) (collectively, the


 






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“Conveyed Property”). Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments of principal collected
on or before the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is
absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the
assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan
Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with
any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee
the benefits of Sections 10, 11 and 14 in connection therewith.


 


(b)           
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies
to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements
of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (vii), and (ix) of the definition of “Mortgage File”
(or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely
because of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will
be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional
basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall
be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or
instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording)
is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company,
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”,
to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not
to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no


 






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less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot,
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document
or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure
by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable
Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording,
if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)), clause (x) (to the extent not already
assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File” solely
because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period,
not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is,
as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e)
of the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related Mortgage
Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of
the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii))
or clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering to the Custodian with respect to such Mortgage Loan on


 






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the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of
“Mortgage File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original
to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7”, and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary
thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s)
of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller
certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the
Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall
be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form
that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate
assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has
submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days
of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of
assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit
on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be
drawn by the Master Servicer on behalf of the Trust.


 


(c)            
Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each
assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances
provided for in the last sentence of


 






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this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the
related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in
any event within one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or
its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file
any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 






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(d)           
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and the Trustee, as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related
Companion Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under
the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)           
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original
counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)            
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held
in the name of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


 


(g)           
With respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to
the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter).


 


(h)           
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan


 






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Seller shall provide to the Depositor (with a copy via email
to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing
Certificateholder, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate to the address
set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies of
the documents and information uploaded to the Intralinks Site constitute all documents and information required under the definition
of “Diligence File” (the “Diligence File Certification”).


 


(i)            
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded
pursuant to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until
the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and
recorded in accordance with the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such
Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case
assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any,
of such Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change
the beneficiary thereon) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment
shall be in accordance with the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such
Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date in which case
such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following
such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced
Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian,
the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession
(other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related
Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or
delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to
such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation
as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments
of assignment in the name of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c)
is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and
recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection
with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x)
and (xii) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


(j)            
On the Closing Date, the Depositor shall deliver the following to the Master Servicer at NoticeAdmin@midlandls.com in EDGAR-Compatible
Format and Excel format: (a) the Initial Schedule AL File, (b) the Initial Schedule AL Additional File and
(c) Annex A-1 to the Prospectus.


 






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Section 2.02     
Acceptance by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt
by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of
any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage
Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and
shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)           
Within sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder
(so long as no Consultation Termination Event has and is continuing and only with respect to Mortgage Loans other than any Excluded
Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable
Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)
that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and
(xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s
Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.
With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage
Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan
Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related
Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s
office).


 


(c)           
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the


 






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Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and
Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix),
(xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its
possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed
by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct.


 


(d)           
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the
case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in
the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the
part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded
Loan and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination
Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the
continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible
Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related
Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in
such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master
Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect
has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall
return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the
Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately
preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator
and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which
such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or
remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the
related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or
for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or
substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b)
and Section 6 of


 






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the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan
Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to
repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing
or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing
in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,
and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with
this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit
the proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned
to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection
Account shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.
Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement
from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition
of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other
Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable,
duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose
or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation,
whether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing
Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered
to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings
and the certification to be delivered in accordance with this Section 2.02 that the related Mortgage File should include
one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two
or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing,
that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to
the Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in the
applicable jurisdiction) and


 






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in a format suitable for filing or recording, as applicable, and will be filed or recorded in the
jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents provided,
and in accordance with then-current laws.


 


(f)            
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing
requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information
that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or
(4) to be defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall
promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the
Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report
setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable
to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned
by the recorder’s office or filing office).


 


Pursuant
to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense
of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment
and recordation of all such Mortgage Loan documents has been completed.


 


(g)           
If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person for
a Mortgage Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request,
a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it
receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase
Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request
or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special
Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format
so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1
Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the
applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each
case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request
Recipient, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and
(iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 






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A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or
their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB
and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request
Recipient and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient,
shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have
with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject
of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02(g) of the Pooling and Servicing Agreement relating to the JPMDB
Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 requiring action by
you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master
Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect
of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with
respect to such Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice
other than as set forth in Section 2.02(g) of this Agreement in connection with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received
or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall
give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall
also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


Section 2.03     
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents
and warrants that:


 






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(i)            
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)           
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any
court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)           
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the
Mortgage Loans have been validly transferred to the Trust.


 


(b)           
After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan)
or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that
the applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan
Seller’s discovery of any Material Defect, (ii) such Mortgage Loan Seller’s receipt of notice of any Material
Defect from any party to this Agreement or (iii) in the case of a Material Defect relating to a Mortgage Loan not being a
Qualified Mortgage, the earlier of


 






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(x) the discovery of any Material Defect by any party to this Agreement or (y) receipt
of a notice of any Material Defect by the applicable Mortgage Loan Seller (such 90-day period, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase
the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase
Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan) (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall
any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material Defect resulting
solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of “Mortgage File” by a date not
later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not
cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day
period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or REO Loan) (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the
Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating
that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period.
Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed
to materially and adversely affect the interests of the Certificateholders therein, and (subject to the applicable Mortgage Loan
Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or
substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be
remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master
Servicer


 






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(in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf
of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment,
a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall
be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.
The Special Servicer shall determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder
in respect of any Mortgage Loan that is not an Excluded Loan and for so long as no Control Termination Event has occurred and
is continuing) and, in the case of any PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the
occurrence of a Resolution Failure, shall communicate such amount to the Master Servicer for its enforcement action with the applicable
Mortgage Loan Seller. In connection with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer
shall promptly provide the Special Servicer, but in any event within the time frame and in the manner provided in Section 3.19,
with the Servicing File and all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s),
either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested
by the Special Servicer to the extent set forth in Section 3.19 in order to permit the Special Servicer to calculate
the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion
of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This
paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust, provided that (i) prior to any such agreement
or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer,
as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the
affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage
may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Mortgage Loan, if a Material Document Defect under, as such term or any analogous term is defined
in, the related Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage
Loan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then
the related Mortgage Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided,
however, that the


 






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foregoing shall not apply to any Material Document Defect related to the promissory note for the related
Non-Serviced Companion Loan.


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of
any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the
amount of any fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan; provided, however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan
Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs
and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall
remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed
to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage
Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage
Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage
Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due
with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on
behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer (or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in
this Agreement or the related Mortgage Loan Purchase Agreement, no delay in the discovery of a Material Defect shall relieve the
applicable Mortgage Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related Mortgage
Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise
discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable
Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage
Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not
be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable
Mortgage Loan not being a Qualified Mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing such Material
Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part,
a hotel, restaurant (operated by a Mortgagor), healthcare


 






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facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect
to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect
that such release in lieu of repurchase would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has
provided a Rating Agency Confirmation.


 


(c)           
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and
further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in
the Mortgage File to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed
to materially and adversely affect the interests of the Certificateholders in a Mortgage Loan (but solely with respect to clause (a))
and to be deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan:
(a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from
the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage
File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage
File of the item called for by clause (viii) of the definition of “Mortgage File”; (d) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon
or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter
of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage
Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in subclauses (a) through (f) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies
under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage
Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously
described in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially
and adversely affect the value of such Mortgage Loan, the value of the


 






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related Mortgaged Property or the interests of the Trustee
or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy
of the document with respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish
that the original or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced
PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later
than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part
of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses
a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage
Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03
and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)           
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable
Mortgage Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if
applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial
ownership of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any
insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)           
Section 6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect.


 


(f)            
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be


 






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carried out in such form, to such extent and
at such time as the Enforcing Servicer would require were it, in its individual capacity, the owner of the affected Mortgage Loan(s).
Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan
Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan
Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing Servicer shall be reimbursed
for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the
related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion
of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on
deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall
be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)           
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the
reimbursement to the related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect
to a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 


(h)      
     If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the
manner described in this Section 2.03 and (ii) the applicable Material Defect does not constitute a Material
Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph),
then the applicable Material Defect shall be deemed to constitute a Material Defect as to any other Crossed


 






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Underlying Loan in the related Crossed Mortgage Loan Group for purposes
of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such Crossed Underlying Loans
satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed
Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either to repurchase or
substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or
substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related
Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)             
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the
Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.


 


(j)            
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues
to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party,
then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 






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(k)              
(i) In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating
Advisor) that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect
with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and
the Master Servicer or the Special Servicer, as applicable, shall promptly forward it to the related Mortgage Loan Seller and each
other party to this Agreement and take the actions required under Section 2.03(b). Subject to Section 2.03(l),
the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)               
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage
Loan, that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying
the applicable Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request”
and, either a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”)
and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller.
Prior to the occurrence of a Resolution Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights
of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs
with respect to a PSA Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


 


(iii)             
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent
to the related Mortgage Loan Seller.


 


(l)                
(i) Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request
made by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other
than the Directing Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
PSA Party Repurchase Request, along with the Servicing File and all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable,
the related Serviced Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the
Master Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19. Upon receipt
of such Master Servicer Proposed Course of Action Notice and such Servicing File, the Special


 






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Servicer shall become the Enforcing
Servicer with respect to such PSA Party Repurchase Request.


 


After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by
an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial
Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice available
to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s Website)
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated
to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Certificateholder
regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders to indicate their agreement
with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed
Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses received
after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the
Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to
and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be, (c) a statement that the responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with
such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders
to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall,
within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the
Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage
or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed
to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the


 






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Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution
Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation or arbitration,
such responses shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for
purposes of determining the course of action approved by the majority of responding Certificateholders.


 


(ii)               
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the
sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against
the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to
Section 6.08.


 


For the avoidance of
doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.


 


(iii)              
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall
consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard
relating to the timing and extent of such consultations. No later than five (5) Business Days after


 






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completion of the Dispute
Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision
to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)             
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)               
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the
Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and
no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration,
(ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect
to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the
related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived
with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the
extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated
a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become
the Enforcing Party and, as such, shall be the sole party entitled to determine a course of action, including, but not limited
to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


For the avoidance of
doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.


 


(vi)        
     Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced
litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it


 






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is in the
best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any
applicable statute of limitations.


 


(vii)            
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described below; provided, that
the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer (in consultation with the Directing Certificateholder so long as no Consultation Termination Event has
occurred and is continuing).


 


(viii)      
     For the avoidance of doubt, neither the Depositor, any Mortgage Loan Seller nor any of their
respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(m)              If the Enforcing Party selects mediation (including nonbinding arbitration), the
following provisions shall apply:


 


(i)               
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


(ii)              
The mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 


(iii)             
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)             
The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the
Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)              
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)               
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of written


 






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notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)              
The arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration
Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the
parties to the extent possible.


 


(iii)             
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)             
After consulting with the parties at an organizational conference held not later than ten (10) Business Days after
its appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to
by the parties, with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator
shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in
accordance with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment
and other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)              
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)      
       The arbitrator shall make its final determination no later than thirty
(30) days after the conclusion of the hearings and submission of any post-hearing submissions. The arbitrator shall
resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may
not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator shall
not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest on any
monetary


 






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award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its
final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the
arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The
determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly
delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to
confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent
jurisdiction.


 


(vii)            
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)        
   No person may bring a putative or certificated class action to arbitration.


 


(o)              
The following provisions shall apply to both mediation and third-party arbitration:


 


(i)               
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)               
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County of
New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         
     The details and/or existence of any Repurchase Request, any informal meetings, mediations or
arbitration proceedings conducted under this Section 2.03, including all offers, promises, conduct and
statements, whether oral or written, made in the course of the parties’ attempt to informally resolve any Repurchase
Request, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation,
arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03). Such
information shall be kept strictly confidential and shall not be disclosed or shared with any third party (other than a
party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with
any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or
court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party
(other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other
party to the resolution procedure and shall provide the other


 






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party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)             
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party; provided, that the degree and extent to which the Enforcing Servicer actively prepares for and participates
in such proceeding shall be determined by such Enforcing Servicer (in consultation with the Directing Certificateholder so long
as no Consultation Termination Event has occurred and is continuing). All amounts recovered by the Enforcing Party shall be paid
to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator
or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs
and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust
nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting
Certificateholder.


 


(v)               
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)             
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the
extent provided in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02
to provide any 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in
such 15Ga-1 Notice the information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller
shall be permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations
under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)            
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the master
servicer or the special servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a
Directing Certificateholder (including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout,
acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation).


 






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(viii)         
  Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or
arbitration shall be reimbursable as Trust Fund expenses.


 


Section 2.04         
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and
delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and
the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has
caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused
the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Trust
Components and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such
Certificates or Trust Components in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC
(and, in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); (v) the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class Z Certificates in exchange for the related assets of the
Grantor Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the
order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portion of the Grantor Trust and (vi) the Trustee
acknowledges that it has caused the Certificate Administrator to issue the Exchangeable Certificates and the Class VRR Certificates
and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor
such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized
denominations, evidencing beneficial ownership of their portion of the Grantor Trust.


 


Section 2.05         
Creation of the Grantor Trust. The portions of the Trust Fund consisting of (i) the Class Z Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the Class Z Certificates and (ii) the Class VRR-A1 Trust
Component, the Class VRR-A2 Trust Component, the Class VRR-A3 Trust Component, the Class VRR-A4 Trust Component, the Class VRR-A5
Trust Component, the Class VRR-ASB Trust Component, the Class VRR-AS Trust Component, the Class VRR-B Trust Component, the Class
VRR-C Trust Component, the Class VRR-D Trust Component, the Class VRR-E Trust Component, the Class VRR-F Trust Component and the
Class VRR-G Trust Component (and the related amounts in the Class VRR Distribution Account and the Excess Interest Distribution
Account), undivided beneficial ownership of which will be represented by the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4,
Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class VRR-G and


 






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Class
VRR Certificates, shall be treated as a trust the beneficiaries of which are treated as the “owners” of such assets
under subpart E, part I of subchapter J of the Code.





 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01         
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service in accordance
with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests of and for
the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu
nature of such Companion Loans, as applicable (as determined by the Master Servicer or Special Servicer, as the case may be, in
its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole
Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage
Loans and, if applicable, the related Companion Loan(s), taking into account the subordinate or pari passu nature of
the Companion Loan(s), as applicable. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with
the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special
Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance
with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the
Special Servicer, as the case may be, with a view to (A) the timely recovery of all payments of principal and interest under
the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization
of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans,
and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder (as a collective whole as if such Certificateholders and Companion Holder constituted a single lender), taking


 






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into account
the subordinate or pari passu nature of the related Companion Loan(s), as applicable), as determined by the Master
Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the
customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community
mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master
Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any
Affiliate of such Mortgagor, any Mortgage Loan Seller or any other parties to this Agreement; (ii) the ownership of any Certificate,
Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or
any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer
to make Advances; (iv) the right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any
of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular
transaction; (v) the ownership, servicing or management for others of (a) any Non-Serviced Mortgage Loan and any Non-Serviced
Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement
or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any
debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor
or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any
Mortgage Loan or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates,
to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one
of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with any Special Servicer Major Decision and (ii) any REO Properties
(other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments
and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially
Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render
such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided,
further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as
such failure results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply
with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in
its


 






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capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity
as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have
any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any
Special Servicer Major Decision by the Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.19,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or related Serviced Companion
Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements,
budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the Master
Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to
collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated
through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied
guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans
or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement
to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to
be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise
to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion
Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason
that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery
is less than the amount reflected in such determination.


 


(b)              
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done
any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and


 






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related collateral,
and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or
instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and
6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to
such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.
Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special
Servicer original powers of attorney in the form of Exhibit R attached hereto (or such other form as mutually agreed to
by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to
be furnished, to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R attached hereto
(or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other
documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate
the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)                To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which
requires Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates


 






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pursuant to Section 3.25),
the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the
extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor
Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be
borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating Agency
Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use
reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the
payment of such costs and expenses out-of-pocket other than as a Servicing Advance.


 


(d)              
The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        
      The Master Servicer shall, to the extent permitted by the related Mortgage Loan
documents or any related Companion Loan documents, and consistent with the Servicing Standard, permit Escrow Payments to be
invested only in Permitted Investments.


 


(f)               
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee,
as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be
the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee, that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant
to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer)
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter
of credit. If the Mortgage Loan documents do


 






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not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of
costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.
Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform
its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)          
    Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the
Trustee, as applicable) make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan
has been paid in full or is no longer included in the Trust Fund.


 


(h)              
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)               
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion
Loan(s), in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate
Companion Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu
Companion Loan (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loan(s).


 


(j)               
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with


 






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respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with
respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund
shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date
such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further, however, that if, in the
case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other Securitizations, then for
so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within
three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary,
or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day.
With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence,
the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)           
    Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the
Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master
Servicer’s and the Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and
subject to the terms of the related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master
Servicer and Non-Serviced Special Servicer with respect thereto under the related Non-Serviced PSA. The Master Servicer (or,
with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent with the Servicing
Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA.


 


(l)                The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the
terms and conditions of the related Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the
related Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced Mortgage Loan is to be serviced and
administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer in accordance with the related
Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan is no longer part of the
Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included in the
Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan shall
continue to be


 






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serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)             
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)              
Subject to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari
Passu Companion Loans, each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced
Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting
to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably
determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02         
Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion Loans it is obligated
to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long
as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the
Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment
of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding
principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full);
provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the
Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent
payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of
twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the
Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent
payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the
foregoing waivers, no Advance or


 






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additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect
to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan
may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to
the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional
waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice
from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder
shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during
the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge
in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing
waivers.


 


(b)              
(i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due
and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage
Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of
a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds
under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of
the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of “Aggregate Principal Distribution Amount”);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess
of (i) unpaid interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i)
of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on


 






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the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 






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provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan
in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
of the Trust with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of “Aggregate Principal Distribution Amount”);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a
recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the
extent of the excess of (i) unpaid interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from
time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any
allocations pursuant to clause fifth below or clause fifth of the prior paragraph on earlier
dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third
that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 






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fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)              
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation


 






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Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan(s), as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)               
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)              
In the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any
Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case
may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date.
None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.02(a).


 


(e)               
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter
of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer
shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless
otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)                
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of
notice of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a
copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the
Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the
Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the
related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and properly identified
funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related
Non-Serviced Mortgaged Property or any related REO Property.


 






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Section 3.03         
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the
Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either
noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested
in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the
extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account
may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse
the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as
may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable
law or the terms of the related Mortgage Loan or Companion Loan as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges
to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer
shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms
of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be
required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account.
If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative
fee for maintenance of the Servicing Accounts.


 


(b)              
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer
as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the


 






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terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s).
Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan
and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer,
in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans or Companion Loans, as applicable, that
it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such
items.


 


(c)               
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing
Advances required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall
not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis)
more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The Master
Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation
to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance,
the Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any


 






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unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have
been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out
of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required


 






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Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to
the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master
Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan(s); provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as applicable). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)              
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after


 






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funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)               
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or
completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the
Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and
the date as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any
such failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required
to be or to have been taken or completed.


 


Section 3.04         
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Class
VRR Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account,
the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account. (a) The Master
Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer
shall deposit or cause to be deposited and in no event later than the second Business Day following receipt of properly identified
funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise
specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and
other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or
payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent
thereto:


 


(i)               
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 






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(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)          
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          

all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the
Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)        
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited


 



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therein,
it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. Assumption,
extension and modification fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the
Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account,
in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master
Servicer shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)          
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale
Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Class Z Certificates) and the
Trustee as Holder of the Lower-Tier Regular Interests, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the
Certificateholders (other than the Holders of the Class Z Certificates), (iii) the Class VRR Distribution Account for the
benefit of the Exchangeable Certificates and the Class VRR Certificates and (iv) the Excess Interest Distribution Account
for the benefit of the Holders of the Class Z, Class VRR-G and Class VRR Certificates. The Master Servicer shall deliver to
the Certificate Administrator each month on or before the Master Servicer Remittance Date therein, for deposit (x) in the
Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable to the Mortgage Loans (in each
case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition
of Aggregate Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution Account all Excess
Interest for the related Distribution Date, in each case to the extent then on deposit in the Collection Account after giving effect
to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit
in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement


 






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to
be deposited therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced
Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion
Paying Agent each month, on or before the Master Servicer Remittance Date therein, for deposit in the Companion Distribution Account,
an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to
the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of
this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to
remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced
Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an
aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the
Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this
Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole
Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(j),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date. With respect to any Serviced
Whole Loan, in the event the Master Servicer receives any properly identified and available late collections, the Master Servicer
shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Day following receipt of such late
collections in properly identified and available funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance
with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Class VRR Distribution Account, the Excess Interest Distribution
Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the Interest Reserve
Account and the Companion Distribution Account may be subaccounts of a single Eligible Account, which shall be maintained as a
segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)          
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 






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(iii)         
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in
the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection
Account pursuant to Section 9.01);


 


(iv)         
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) or any Excess Interest is required to be delivered hereunder, the Master Servicer shall
not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest
Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03 hereof), the Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including)
the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account,
the Excess Interest Distribution Account, the Class VRR Distribution Account, the Upper-Tier REMIC Distribution Account or the
Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate
Administrator; provided, however, that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate
Administrator, such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator,
in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable on demand,
not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution
Account, and any such Permitted Investment shall not be sold or disposed


 






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of
prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name of successor
certificate administrator], as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee
for the Holders of the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series
2017-C7 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the JPMDB
Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for
any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Class VRR Distribution Account, the Upper-Tier REMIC
Distribution Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator.
The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location
of the Interest Reserve Account, the Excess Interest Distribution Account, the Class VRR Distribution Account, the Upper-Tier REMIC
Distribution Account, the Lower-Tier REMIC Distribution Account and, if established, the Non-VRR Certificate Gain-on-Sale Reserve
Account and the VRR Certificate Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Non-VRR Certificate
Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account, and the
Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) shall be owned by the
Lower-Tier REMIC; the Excess Interest Distribution Account and any portion of the Collection Account holding Excess Interest (including
interest if any, earned on the investment of funds in such accounts) shall be owned by the Grantor Trust for the benefit of the
Holders of the Class Z and Class VRR Certificates; the Companion Distribution Account (including interest, if any, earned
on the investment of funds in such account) shall be owned by the Companion Holders, as applicable; and the Upper-Tier REMIC Distribution
Account (including interest, if any, earned on the investment of funds such account) shall be owned by the Upper-Tier REMIC, each
for federal income tax purposes.


 



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(c)          
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class Z, Class VRR-G and Class VRR Certificates.
The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible
Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit
in the Excess Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for
the applicable Collection Period.


 


(d)          
Following the distribution of Excess Interest to Holders of the Class Z, Class VRR-G and Class VRR Certificates on
the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could
pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)          
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Non-VRR Certificate Gain-on-Sale Reserve Account for the benefit of the Certificateholders
(other than the Class VRR Certificates) and the VRR Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of
the Vertical Risk Retention Certificates. Each of the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate
Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and
apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such
funds to the Master Servicer who shall then remit such funds to the Certificate Administrator for deposit (i) of the Non-VRR Percentage
of such funds into the Non-VRR Certificate Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such funds into the
VRR Certificate Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance
with the terms of the related Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for
deposit into the Companion Distribution Account.


 


(f)           
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for (i) of the Non-VRR Percentage of such funds into the Non-VRR Certificate
Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such funds into the VRR Certificate Gain-on-Sale Reserve Account.


 


(g)          
The Certificate Administrator shall establish and maintain the Class VRR Distribution Account, in its own name on behalf
of the Trustee, in trust for the benefit of the Holders of the Exchangeable Certificates and the Class VRR Certificates, which
shall be an asset of the Trust and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Class






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VRR
Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate
Administrator shall make or be deemed to have made deposits in and withdrawals from the Class VRR Distribution Account in accordance
with Article IV of this Agreement.


 


(h)          
[Reserved].


 


(i)          
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of
Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received
by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered by
the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


(j)           
With respect to the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule and secured by the Mortgaged
Property identified as “Station Place III” that does not have a first payment date until December 2017, an amount equal
to 30 days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate (the “Interest
Deposit Amount”), shall be required to be delivered by the JPMorgan Chase Bank, National Association to the Depositor
who shall forward such amount to the Master Servicer on the Closing Date for deposit into the Collection Account.


 


Section 3.05         
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)          
(A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
to remit to the Companion Paying Agent for deposit


 






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in
the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)          
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of
PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan
or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the
related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective
Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out
of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor
Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case,
other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor
Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially
Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the
form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan, (ii) any
Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, the Asset Representations Reviewer’s
right to payment of the Asset Representations Reviewer Fee


 






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pursuant
to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other
than (i) any related Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan),
as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I
Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review
Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)         
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)         
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole
Loan, first, from the


 






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related
AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any Serviced
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such
Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and pari passu,
from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the
respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s). and provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole
Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that
with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made only from amounts


 






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collected with respect to such Serviced Mortgage Loan (and not from any amounts
collected with respect to the related Serviced Companion Loan(s)), in accordance with the terms of the related Intercreditor Agreement
(provided that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate
Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account
related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following
a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


 


(vi)         
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and Section 3.11(d)
or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee,
or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events,
subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from
funds actually distributable to any related Serviced Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan
shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of
collections on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, out of collections
on the related AB Subordinate Companion Loan and then, pro rata and pari passu, out of collections
on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective
Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)        
to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any
unreimbursed expenses reasonably


 






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incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the
applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its
duties under Section 2.02 and/or Section 2.03 of this Agreement or out of the enforcement of the repurchase
or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense
in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)      
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03
of this Agreement or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and
Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)         
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated
Principal Balances or






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(ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan (if any) and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the
related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related
Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)          
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty
Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and
Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion
Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments; and (b) to
pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)          
to recoup any amounts deposited in the Collection Account in error;


 


(xii)          
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(i),
Section 6.04(a) or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement
of any amounts payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to
the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,


 






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pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to
any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan
and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loans;


 


(xiii)        
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or 13.01(c) in connection with an amendment to this
Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case
of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any), and then, pro rata and pari passu, from the related Serviced Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of
the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)       
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent
that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(g);


 


(xv)        
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)       
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to


 






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this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)     
to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xix)        
[Reserved];


 


(xx)         
to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxi)        
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)       
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a written statement from an officer of such party describing the item and amount to which
such party is entitled. The Master Servicer may rely conclusively on any such statement and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property basis, for the purpose of justifying any request
for withdrawal from the Collection Account.


 






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Notwithstanding
the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections
other than the initial collection on a Corrected Mortgage Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan(s), as applicable.


 


(b)          
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)          
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


 


(ii)          
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders to the extent not paid pursuant
to Section 13.01(g);


 


(v)          
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the


 






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Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the
Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)         
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


(viii)       
to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)          
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)           
to make distributions to the Holders of the Regular Certificates (and to (i) the Class VRR Distribution Account in respect
of the Class VRR Trust Components and (ii) the Holders of the Class R Certificates in respect of the Class UR Interest) on
each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)          
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)          
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Class VRR Distribution Account for
any of the following purposes:


 


(i)           
to make distributions to Certificateholders holding Exchangeable Certificates or Class VRR Certificates pursuant to Section 4.01
or Section 9.01, as applicable; and


 


(ii)          
to clear and terminate the Class VRR Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(f)           
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be
paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of
Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit
in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate
Administrator Fee, the Certificate Administrator shall be paid based on the amount of


 






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such
fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances
and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements
shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special
Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv)
below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with
respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special
Servicer with five (5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments
(up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection
Account for the following purposes:


 


(i)          
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO
Property (together with any interest on such Advances);


 


(ii)          
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if
not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)          
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


 


(iv)         
following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 






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(h)          
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)          
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06         
Investment of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository
institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this
Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party
may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC),
the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably
necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO


 






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Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall:


 


(i)          
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)          
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and
investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period
from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).
In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special
Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer
or Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust


 






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company
satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made
and (y) thirty (30) days prior to such insolvency).


 


(c)          
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07         
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its
efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage
Loan), to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If
the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required
Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property)
shall maintain all insurance coverage as is required under the related Mortgage (or, in the case of REO Property, in accordance
with the Servicing Standard in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements
on the REO Property, and (2) the outstanding principal balance owing on the related REO Loan, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions), but only in the event the Trustee has an insurable interest therein
and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event
and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available or
not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent
of the related Serviced AB Whole Loan Controlling Holder) by the Master Servicer (with respect to the Mortgage Loans (other than
a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default as determined by the Master Servicer; provided, however, that if any Mortgage permits the holder
thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or,
with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements
as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided,
further, that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain)


 






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insurance
against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance
Default (as determined by the Master Servicer with ((i) unless a Control Termination Event has occurred and is continuing
and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder or, prior to the occurrence
and continuance of an AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder, as applicable) and only
in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and Special
Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether
any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer
shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior to
the occurrence and continuance of a Control Termination Event and (ii) (other than with respect to any Excluded Loan) with
the consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period,
the related Serviced AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable
rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively
rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which
case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first proviso
in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to
issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to
be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be


 






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advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s) so permit. Any
cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if
it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon
the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any
Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
If the Master Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default,
the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Master
Servicer and the Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such
determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer)
in determining whether Additional Exclusions exist. Furthermore, the Master Servicer shall promptly deliver such conclusions in
writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans
that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included
in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included
in the Trust. During the period that the Master Servicer or the Special Servicer, as applicable, is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder or


 






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the
related Serviced AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the Special Servicer will be
liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its
obligations as a result of such failure.


 


(b)          
(i) The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the
Trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the
improvements on the REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans
(including any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with
respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then, to
the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property
or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account
from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities
as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare
and present, on behalf of itself, the Trustee, the Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard,
may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided
coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)          
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or


 






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force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)          
Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy
with a Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in
their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and
shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)          
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if
applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
amended, plus such additional excess flood coverage


 






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with
respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described
above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)          
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded
Loan and prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless
determined to be a Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay
the Special Servicer from the Collection Account.


 


(f)           
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A2” by Moody’s, “A(low)” by DBRS (or, if not rated by DBRS, an equivalent rating
by two other nationally recognized insurance rating organizations (which may include Moody’s or Fitch)) and “A-”
by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable,
shall be allowed to provide self-insurance with respect to any of its obligation under this Section 3.07.


 


(g)          
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08         
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause,
which by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or


 






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other
transfer; then, for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,


 


the Master Servicer (with respect to any
Non-Specially Serviced Loan and as to which such matter is not a Special Servicer Major Decision) or the Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Special Servicer Major Decision),
on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided
that, (i)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination Event has occurred and is continuing, the
consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder, to the extent
required under the related Intercreditor Agreement) shall have been obtained by the Master Servicer or the Special Servicer, as
applicable, to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such
Mortgage Loan is not an Excluded Loan, a Control Termination Event has occurred and is continuing, and no Consultation Termination
Event has occurred and is continuing, the Master Servicer or the Special Servicer, as applicable, shall have consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) (provided that in the case of
clause (A), such consent shall be deemed given or in the case of clause (B), such consultation shall be
deemed to have occurred, if a response to the request for consent or consultation, as the case may be, is not provided within ten
(10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) after receipt of the Major Decision Reporting Package) and (C) the Special Servicer shall have consulted with (I) the Risk
Retention Consultation Party if and to the extent required pursuant to Section 6.09 and (II) if an Operating Advisor
Consultation Event has occurred and is continuing, the Operating Advisor if and to the extent required pursuant to Section 6.08,
and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000,
(y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage
Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted
or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage
Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to subclauses (y) and (z) of this subclause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event or an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving


 






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proposed Major Decisions that it is processing
or for which its consent is required and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing
the related action shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in
the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans where such matter is either not a Major Decision or is a
Master Servicer Major Decision and all Specially Serviced Loans where such matter is a Major Decision under clause (i)(C)
of the definition of “Major Decision” or, with respect to the Mural Lofts Whole Loan prior to a related AB Control
Appraisal Period, clause (xiii) of Mural Lofts Major Decisions) and the Special Servicer (with respect to all Specially Serviced
Loans (other than with respect to a Major Decision under clause (i)(C) of the definition of “Major Decision”
or, with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, clause (xiii) of Mural Lofts Major
Decisions) and with respect to Non-Specially Serviced Loans where such matter is a Special Servicer Major Decision), on behalf
of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have
been satisfied.


 


(b)          
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)          
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan
(or related Serviced Companion Loan) is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is not a Specially Serviced Major Decision) or the Special Servicer (with respect to
any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such


 






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matter is a Special Servicer Major Decision), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right
to exercise such rights, provided that (i) (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination
Event has occurred and is continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related Serviced AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor
Agreement) shall have been obtained by the Master Servicer or the Special Servicer, as applicable, to the extent required by, and
pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a
Control Termination Event has occurred and is continuing, and no Consultation Termination Event has occurred and is continuing,
the Master Servicer or the Special Servicer, as applicable, shall have consulted with the Directing Certificateholder if and to
the extent required pursuant to Section 6.08(a) (provided that in the case of clause (A) such consent
shall be deemed given or in the case of clause (B) such consultation shall be deemed to have occurred, if a response
to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days (or, if the
Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt of the Major Decision
Reporting Package) and (C) the Special Servicer shall have consulted with (I) the Risk Retention Consultation Party if and to the
extent required pursuant to Section 6.09 and (II) if an Operating Advisor Consultation Event has occurred and is continuing,
the Operating Advisor if and to the extent required pursuant to Section 6.08, and (ii) the Master Servicer or
the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than
or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85%
(including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal
amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to subclauses (A),
(B), (C) and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal
Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the
contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event or an Operating Advisor Consultation
Event has occurred and is continuing), the Special Servicer, as the case may be, shall consult with the Operating Advisor, on a
non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing or for
which its consent is required and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 



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In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing
the related action shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall use reasonable
efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs
not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee
discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related
Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans where
such matter is a Master Servicer Major Decision and all Specially Serviced Loans where such matter is a Major Decision under clause
(i)(C) of the definition of “Major Decision” or, with respect to the Mural Lofts Whole Loan prior to a related
AB Control Appraisal Period, clause (xiii) of Mural Lofts Major Decisions) and the Special Servicer (with respect to all Specially
Serviced Loans (other than with respect to a Major Decision under clause (i)(C) of the definition of “Major Decision”
or, with respect to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, clause (xiii) of Mural Lofts Major
Decisions) and with respect to Non-Specially Serviced Loans where such matter is a Special Servicer Major Decision), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.


 


(c)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to
Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan,
and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the


 






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17g-5
Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(d)          
[Reserved].


 


(e)          
Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to a Non-Specially Serviced Loan or relating
to any Specially-Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing
Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates,
five (5) Business Days) after receipt of notice along with the Master Servicer’s (if applicable) and the Special Servicer’s
recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional information
the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due
on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the
Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within such period,
then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


(f)           
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions
in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted
without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption
or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such
fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to
Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09         
Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice
to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to, at any time, institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain
a deed in lieu of


 






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foreclosure,
or otherwise acquire title to the related Mortgaged Property or comparably convert (which may include an REO Acquisition) the
ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to the Certificateholders after reimbursement to the
Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer
has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable
Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer,
on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment
taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to
the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If and when the Special
Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure
or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with
respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as
a Servicing Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)          
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged


 






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Property
within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect delivered
to the Trustee) the Special Servicer has previously determined in accordance with the Servicing Standard, based on an Environmental
Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments and
performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)          
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders, and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to
Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the
terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 






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(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control
Termination Event (or with respect to any Serviced AB Whole Loan, after the occurrence and during the continuation of an AB Control
Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect
to any Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such
Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal
balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified in writing the Rating Agencies, the Trustee, the Certificate Administrator, the
Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect
to any Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the
bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty
(30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure
to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)           
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider
monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or
defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied,
in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the
applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)            
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall


 






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provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)           
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the
maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)           
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10         
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may
be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special
Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File.
Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement
to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in
the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have
been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall
not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a


 






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designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)           
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor
Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable,
the related Non-Serviced Master Servicer requests in writing delivery to it of the original Note, then the Custodian shall release
or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11         
Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled
to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of
any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced loan” under any related


 






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Non-Serviced PSA). As to each Mortgage Loan, Companion Loan
and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest
is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan
or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan
is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan
out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case
of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth
in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) that do not involve Major Decisions; (ii) 50% of Excess Modification
Fees related to any consents, modifications, waivers, extensions or amendments of (i) any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Major Decisions
and (ii) any Specially Serviced Loans that are items under clause (i)(C) of Major Decisions or clause (xiii) of the
Mural Lofts Major Decisions; (iii) 100% of all assumption application fees received on Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the Master
Servicer is processing the underlying transaction and 100% of all defeasance fees actually collected during the related Collection
Period in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if
applicable, (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or
waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement); (iv) 100% of assumption,
waiver, consent and earnout fees and similar fees


 






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pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) that do not involve Major Decisions; (v) 50% of all assumption,
waiver, consent and earnout fees and similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on (A) any Non-Specially Serviced
Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) where
the action is a Major Decision and (B) any Specially Serviced Loans that are items under clause (i)(C) of Major Decisions
or clause (xiii) of the Mural Lofts Major Decisions; (vi) any and all amounts collected for checks returned for insufficient
funds related to the accounts held by the Master Servicer; (vii) 100% of charges for beneficiary statements actually paid
by the Mortgagors to the extent such beneficiary statements were prepared by the Master Servicer; (viii) any Prepayment Interest
Excesses arising from any principal prepayments on the Mortgage Loans; and (ix) interest or other income earned on deposits
in the Investment Accounts maintained by the Master Servicer, in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to any such Investment Account for each Collection Period and, further, in
the case of the Servicing Account, only to the extent such interest or other income is not required to be paid to any Mortgagor
under applicable law or under the related Mortgage Loan). In addition, the Master Servicer shall be entitled to retain as additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any reasonable review fees for processing Mortgagor
requests actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or
the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of Penalty
Charges to the extent provided in Section 3.11(d). The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses
pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the
party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of
the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 






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Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under
this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)           
The Special Servicer shall be entitled to additional servicing compensation in the form of (i) (A) except with
respect to items under clause (i)(C) of the definition of Major Decision or clause (xiii) of the Mural Lofts Major Decisions,
100% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans and
(B) 50% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced
Loans under clause (i)(C) of Major Decisions or clause (xiii) of the Mural Lofts Major Decisions, (ii) 100% of assumption
application fees received on any Specially Serviced Loans and 100% of such assumption application fees for all Non-Specially Serviced
Loans to the extent the Special Servicer is processing the underlying transaction, (iii) (A) except with respect to items
under clause (i)(C) of the definition of Major Decisions or clause (xiii) of the Mural Lofts Major Decisions, 100% of assumption,
waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor
and (b) 50% of assumption, waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18
or other actions


 






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performed in connection with this Agreement or certain other similar fees paid by the related Mortgagor on the
Specially Serviced Loans with respect to items clause (i)(C) of Major Decisions or clause (xiii) of the Mural Lofts Major
Decisions; (iv) any and all amounts collected for checks returned for insufficient funds relating to the accounts held by the Special
Servicer; (v) 50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and similar fees pursuant to
Error! Reference source not found. or Error! Reference source not found. or other actions performed in connection
with this Agreement received with respect to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to
the extent not prohibited by the related Intercreditor Agreement) to the extent the matter involves a Major Decision, shall be
promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are
paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Error! Reference source
not found.; (v) 100% of charges for beneficiary statements actually paid by the Mortgagors to the extent such beneficiary
statements were prepared by the Special Servicer; and (vii) Penalty Charges paid by the Mortgagors and accrued while the related
Mortgage Loans were Specially Serviced Loans to the extent provided in Section 3.11(d). Notwithstanding the foregoing,
the Special Servicer may also charge reasonable review fees in connection with any Mortgagor request to the extent actually paid
by the Mortgagor. Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation
in the form of interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date).


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the amount
calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided, however,
that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any
Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further,
however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate
is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected
Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer
in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced
(but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Loan from which fee would
otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with
respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that
a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer
shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout
Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially


 






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Serviced Loan. If the Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring
or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer
resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive
timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special
Servicer will not be entitled to receive any Workout Fees after termination for cause.


 


A Liquidation Fee will
be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a
Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such
Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds
are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute
principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only
be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding
the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be
computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to
this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan
were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in
the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management
fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not
expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the
party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of
the other party’s portion of such fee. If the Master Servicer decides not to charge any fee,


 






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the Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


(d)          
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced
PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and
Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,
Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment
of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer
shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially
Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable
Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and
obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such


 






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Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 


If a Servicing Shift
Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled
to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of
any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in
respect of such special servicing role under this Agreement.


 


(e)           
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has
received, to the Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)            
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)           
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12         
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of


 






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(i) $2,000,000 or
more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2018; provided, however, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in
the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property
as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the
immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed
first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to
Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and that the preparer of such report deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and
(v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall deliver or, if applicable,
make available on its website a copy (in electronic format) of each such report prepared by the Special Servicer or the Master
Servicer, as applicable, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan) and to the Trustee within seven (7) Business
Days after the later of (i) the completion of such report or (ii) the Special Servicer’s or the Master Servicer’s,
as applicable, receipt of such report, provided that the Special Servicer or the Master Servicer, as applicable, shall use
reasonable efforts to obtain such report within 30 days after completion of the related inspection. Within five (5) Business
Days after request for copies of such reports by the Rating Agencies,


 






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the Special Servicer or the Master Servicer, as applicable,
shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master
Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website. In respect
of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer
shall deliver a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder
(which request may state that such items may be delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent
rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the
Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the Certificate
Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within thirty (30) days
of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing June 30,
2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or
the Special Servicer, as applicable, shall deliver electronic copies of such items to the Certificate Administrator to be posted
on the Certificate Administrator’s Website. The Master Servicer or Special Servicer, as applicable, shall deliver, upon request
of any Rating Agency, copies of all of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c);
provided, however, that upon the request of any NRSRO to receive copies of any portion of such items, the Master
Servicer or the Special Servicer, as applicable, shall deliver additional copies of the requested items so collected thereby to
the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Within forty-five (45) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder,
or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any quarterly and annual operating statements or rent rolls beginning with the quarter ending March 31, 2018 (if the related
Mortgagor provides sufficient information to report pursuant to CREFC® guidelines) and the calendar year ending
December 31, 2018 with respect to any Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable,
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report;
provided that any such


 






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CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment
Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to
the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and continuation
of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating
Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten
figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The
Master Servicer (with respect to non-Specially Serviced Loans) will deliver, or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties) shall forward to the Master Servicer who shall, upon request of any Rating Agency (which request
may be made directly to the Master Servicer, concurrently with posting such request on the 17g-5 Information Provider’s Website
via the Rating Agency Q&A Forum and Document Request Tool), deliver copies electronically of all operating statements and rent
rolls received from any Mortgagor to the 17g-5 Information Provider pursuant to Section 3.13(c) and 3.13(d),
and the Master Servicer and Special Servicer shall, upon request, make available to the other and (prior to the occurrence of a
Consultation Termination Event) the Directing Certificateholder electronically monthly copies of all the foregoing items so collected
thereby. All CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall
be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and
REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies (in electronic format)
thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material
revision thereof) upon request of the Certificate Administrator to the Certificate Administrator (notwithstanding the Certificate
Administrator’s receipt of the same pursuant to Section 3.12(b)) and upon request of a Rating Agency to the 17g-5
Information Provider (and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website),
and upon request, shall make such items available to the Operating Advisor, the Directing Certificateholder, and with respect to
any Serviced Companion Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC®
Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property
(other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)           
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in


 






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each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning November 2017, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate
Administrator the following reports and data files: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e)
to the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
Master Servicer Remittance Date beginning November 2017, the Master Servicer shall deliver or cause to be delivered in electronic
format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan
Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m.
(New York City time) two (2) Business Days prior to the Distribution Date beginning in November 2017, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic
Update File and the CREFC® Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event
shall any report described in this subsection be required to reflect information that has not been collected by or delivered to
the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due. In no event shall any report described in this subsection be required
to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received
by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not later than 5:00 p.m.
(New York City time) two calendar days (or if the second calendar day is not a Business Day, then the immediately succeeding Business
Day) following the Distribution Date beginning November 2017, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall have no obligation to prepare
or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered the items required
by Section 2.01(j) in both EDGAR-Compatible Format and Excel Format. If the CREFC® Schedule AL File is not provided
by the time set forth in the immediately preceding sentence, the Certificate Administrator shall request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com, with a copy to the Depositor at US_CMBS_Notice@jpmorgan.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution
Date, and without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely,


 






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absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h)
and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the
Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer
may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL
Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule AL File and
the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer
shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless,
solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL
Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or any Schedule AL Additional File.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)           
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer
to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in
turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special
Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c)
of this Agreement.


 


(f)            
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master
Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special
Servicer may disclose any


 






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such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party
hereto).


 


(g)           
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13         
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 






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The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
Internet website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold
access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited
by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer
or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders
with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Upon the reasonable request
of any Certificateholder (or the holder of a Serviced AB Subordinate Companion Loan) that is a Privileged Person identified to
the Master Servicer’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense
of such Certificateholder or holder of such Serviced AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating
statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested
by the holder of a Serviced AB Subordinate Companion Loan) obtained by the Master Servicer; provided that, in connection
therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Certificateholder (or an
investment advisor for a Certificateholder), a Certificate Owner or holder of a Serviced AB Subordinate Companion Loan and a Privileged
Person and will keep such information confidential and shall use such information only for the purpose of analyzing asset performance
and evaluating any continuing rights it may have with respect to the Trust. For the avoidance of doubt, the Master Servicer shall
not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall
provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specially
provided for herein


 






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with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)          
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          
the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)           
this Agreement and any amendments and exhibits hereto;


 


(C)           
each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


 


(D)           
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)            
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(iii)          
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)          
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, each of the “surveillance reports” identified as
such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment


 






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Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          
all Operating Advisor Annual Reports;


 


(iv)          
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)          
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)          
the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;


 


(v)           
The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)          
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


 


(C)          
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer
delivered pursuant to Section 7.01;


 


(E)          
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)          
[Reserved];


 






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(H)          
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)            
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)           
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)           any notice of termination pursuant to Section 9.01;


 


(L)          
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)          any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          
any notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)           any notice of the occurrence of an Operating Advisor Termination Event;


 


(R)          
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)          
any Proposed Course of Action Notice;


 


(T)          
any assessments of compliance delivered to the Certificate Administrator;


 


(U)          
any attestation reports delivered to the Certificate Administrator


 






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(V)          
any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer with a direction
to post such notice or documents to the “Special Notices” tab;


 


(W)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(vi)          
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)          solely
to any of the Certificateholders and the Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)         the
“Risk Retention Special Notices” tab;


 


provided that with respect to a
Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan,
the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control
Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate
Administrator has been notified of such Excluded Loan.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described in clause (viii)
above, (i) provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to
receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk Retention Special
Notices” tab and (ii) include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can
be found on the “Risk Retention Special Notices” tab.


 


In the event that the
Retaining Sponsor determines that the Third Party Purchaser no longer complies with the provisions of the Risk Retention Rule related
to (a) number of third-party purchasers, (b) source of funds, (c) third-party review, (d) affiliation and control
rights and (e) hedging, transfer and pledging, it will be required to send a written notice of such non-compliance to the
Certificate Administrator who will post such notice on its website under the “Risk Retention Special Notices” tab.


 


Notwithstanding the description
set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website, all Excluded
Information shall be made available under one separate tab or heading rather than under the headings described above in the preceding
paragraph.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 






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Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person (other than
the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access
the Distribution Date Statements and the following items made available to the general public: the Prospectus, this Agreement,
the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the
Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class
Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall
be entitled to access all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form
of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that
such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event
the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor


 






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certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the
Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or,
with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was
not delivered to the Certificate Administrator in accordance with Section 3.33(a).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely
on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient


 






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internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)           
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “JPMDB 2017-C7” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)          
  any notices of waivers under Section 3.08(c);


 


(ii)           
any Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          
any notice of final payment on the Certificates;


 


(iv)          
any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)           
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 






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(vii)          any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)         any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)           any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)          any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)         any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)         any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)          any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


 


(xvi)         any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)        any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the
17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, the Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)       
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e),
Section 11.09 or Section 11.10; and


 






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(xix)          
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access shall be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of
Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website).
If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information
Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such
Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “JPMDB 2017-C7” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 






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Except as provided in
Section 3.13(d) below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send
such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information
Provider.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such
Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMDB 2017-C7” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information
Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe
provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able
to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within
a reasonable time.


 


(e)           
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock
Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data,
LLC and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute a breach
of this Agreement by the Certificate Administrator. Such information will be made available to such third parties upon receipt
of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate
Administrator’s Website.


 


(f)            
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise


 






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make available, solely with respect to the Master Servicer, through the Master Servicer’s
Internet website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except
to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any
confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage
Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such
information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient
of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a
confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality
agreement if such information is being provided through the Master Servicer’s Internet website, and (B) acknowledge
that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.
In addition, to the extent access to such information is provided via the Master Servicer’s Internet website, the Master
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement
used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators
and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Person may
provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor
acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both
the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 






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(g)           
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further, that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)           
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement
in electronic format.


 


(i)          
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in
writing that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates;
provided, however, that the Rating Agencies may use information delivered under 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 they have access to) other
than pursuant to this Section 3.13(i).


 






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(j)            
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party
hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14         
Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property,
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar
year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted
or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer an Opinion of Counsel, addressed to
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection
with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining
the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust
payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the


 






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Trustee, the Certificate Administrator, and the Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)           
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced
Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days
after such amounts are received and properly identified and determined to be available, the Special Servicer shall withdraw from
the REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution
Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such
REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property.
In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special
Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in
the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.


 


(d)          
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15         
Management of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders
and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its
timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in
an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case
of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable)
(as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything
to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.


 






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Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that
holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a
different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in
no event later than two (2) Business Days following receipt of such properly identified and available funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)          
  all insurance premiums due and payable in respect of such REO Property;


 


(ii)           
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          
any ground rents in respect of such REO Property, if applicable; and


 


(iv)          
all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          
Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)          
  permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)           
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)          
authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 






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(iv)          
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)           
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)            
the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement
reached at arm’s length;


 


(ii)           
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)          
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the Special Servicer upon receipt;


 


(iv)          
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property; and


 


(v)           
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)          
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.15(a) and 3.15(b).


 






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Section 3.16         
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan
has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance
with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining
an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing
Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer
in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)           
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the
Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender,
as applicable, shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the
related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain
limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is
not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer for the related
Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing Certificateholder if
no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced
Mortgage Loan if it determines in


 






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accordance with the Servicing Standard that such action would be in the best interests of the
Certificateholders and the Special Servicer shall be entitled to a liquidation fee to the same extent that the Special Servicer
would be entitled to such liquidation fee had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The Special Servicer
is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect
of any Excluded Loan) the Directing Certificateholder not less than ten (10) Business Days’ (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days’) prior written notice of its intention to sell any
Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted
Loan for the Purchase Price (provided that it gives at least ten (10) Business Days’ (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days’) prior written notice of its intention to purchase
such Defaulted Loan to the Directing Certificateholder and there is no higher offer within such time) or may accept the first cash
offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          
(A) In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)
below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair price
for such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash offer from
a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant
to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided
that the Trustee may not be an offeror), the Trustee shall determine whether the cash offer constitutes a fair price; provided
that no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) if
the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties. In
determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee
shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance
with this Agreement within the preceding nine-month period or, in the absence of any such Appraisal, on a new Appraisal. Except
as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing
Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, 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 five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by


 






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the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect
to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Certificateholders and, in the
case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a
collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking
into account the subordinate or pari passu nature of such Companion Loan, as the case may be)). In addition, the Special
Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in accordance
with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Certificateholders and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 






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


 


(b)          
(i) (A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced
Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion
Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale
shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special
Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust
and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the
Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder, not less than five (5) days’ prior written notice of the Purchase
Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,
in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the
Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


 


(B)          
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to
subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by
the Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase any REO Property pursuant hereto.


 


(C)          
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any


 






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Serviced Companion Loans). In
addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance
of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)          
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the
Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 






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(c)           
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the Special Servicer in writing. With respect to the Serviced AB Whole Loan, the Special Servicer
shall sell the Serviced AB Subordinate Companion Loan along with the related Mortgage Loan if it determines that a sale of the
Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard. In addition,
prior to the occurrence and continuance of a Control Appraisal Period with respect to the Serviced AB Whole Loan, the Special Servicer
will only be permitted to sell the Serviced AB Whole Loan for less than the Purchase Price with the consent of the holder of the
related Serviced AB Subordinate Companion Loan. To the extent a determination is required to be made hereunder as to whether any
cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Special Servicer unless
the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the
Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion
Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion
Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the Other Servicer under the applicable Other Securitization,
who shall deliver to the related directing certificateholder for the holder of the related Serviced Pari Passu Companion Loan:
(a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan;
(b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days
prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents
in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to
the sale price of such Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time
(but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all
information and other documents being provided to other offerors and all leases or other documents that are approved by the Master
Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion
Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced Whole Loan; provided, however,
the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the
foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related Companion Loan may waive any of the delivery
or timing requirements set forth in this paragraph with respect to the related Serviced Whole Loan. If the Trustee is required
to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense
of the


 






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offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced
Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
shall be covered by, and shall be reimbursable, from the Interested Person; provided that Trustee will not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)           
(i) Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have
the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)           
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)            
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)           
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17         
Additional Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account
on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 






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(b)          
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of
such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on the
then-current Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided
that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require,
prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and
any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer
or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections on
the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain
from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month
collection period will exceed the full amount of the principal portion of general collections deposited in the Collection Account
for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the
17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter
shall deliver such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure
to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 






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The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes, shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances
has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, right to
reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement
or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and
none of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)          
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used


 






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to prepay the Mortgage Loan (or Serviced Whole Loan),
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)           
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement,
the Master Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification
or amendment of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in
Section 11.07.


 


Section 3.18         
Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g), Section 3.18(k),
Section 6.08 and Section 6.09, but subject to any other conditions set forth thereunder (including, without
limitation, the Special Servicer’s or the Master Servicer’s processing and/or consent rights pursuant to this subsection (a)
with respect to any modification, waiver or amendment that constitutes a Major Decision) and, with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to
the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or the Special Servicer,
as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the
related Intercreditor Agreement), the Master Servicer and the Special Servicer, as applicable, shall not modify, waive or amend
the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Master Servicer Major Decision or a Special
Servicer Major Decision, as applicable, without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder (or, with respect to
any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related Serviced
AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) having been obtained by the
Master Servicer or the Special Servicer, as applicable to the extent required by, and pursuant to the process described under,
Section 6.08(a), (y) (i) after the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, but prior to the occurrence and continuance of a Consultation Termination Event, the Master
Servicer or the Special Servicer, as applicable, having consulted with the Directing Certificateholder if and to the extent required
pursuant to Section 6.08(a), or (z) the Special Servicer shall have consulted with (i) the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.09 and (ii) if an Operating Advisor Consultation Event has
occurred and is continuing, the Operating Advisor if and to the extent required pursuant to Section 6.08; and provided,
further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the
earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan
secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to
the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is
not reasonably foreseeable, prior to any such extension, the Master Servicer or Special Servicer, as applicable shall


 






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(1) provide
the Trustee, the Certificate Administrator, the Master Servicer (in the case of the Special Servicer), the Special Servicer (in
the case of the Master Servicer) the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the
expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to
be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of
the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor
Agreement) (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, consult with the
Directing Certificateholder pursuant to the process described in Section 6.08(a). Notwithstanding the foregoing, subject
to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,
waiver or amendment pursuant to the terms of the related Intercreditor Agreement and, subject to the Special Servicer’s processing
and/or consent rights pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially Serviced
Loans, without the consent of the applicable Special Servicer or the Directing Certificateholder, may modify or amend the terms
of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein
or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct
any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a
“significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the


 






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meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event to occur (and the Master Servicer or Special Servicer, as applicable, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value
of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as
applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or any successor provision, unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor
if allowed by the terms of the related Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such
amount is not paid, the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(b)          
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination
derives from the Special Servicer’s consideration of a Major decision that is subject to its processing and/or consent rights
pursuant to Section 3.18(a) of this Agreement) with respect to which a payment default or other material default has
occurred or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as
evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net
present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the
Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then
the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other
than any Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided


 






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that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval
of the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in the related Intercreditor
Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Companion Noteholder or with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of
any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event or an Operating Advisor Consultation
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions that it is processing or for which its consent is required
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)           
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 






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To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), Section 6.08
and Section 6.09), the Master Servicer (as provided in Section 3.08(a), 3.08(b), 3.18(a),
Section 3.18(k), Section 3.34) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b),
Section 3.18(a) and Section 3.34) may, consistent with the Servicing Standard, agree to any waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably
foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse
REMIC Event to occur. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall
provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor
or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other
Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer
or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other
Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any
prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be
due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan that is not a Specially Serviced Loan.


 


(d)          
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(e)           
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case
may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


 


With respect to any modification,
waiver or amendment for which it is responsible for processing pursuant to Section 3.18(a), the Special Servicer shall
notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during
the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder (other than (i) following the
occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(or, if such Companion Loan is included in a securitization, the master servicer of such


 






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Other Securitization) (unless, with respect
to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related
Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing
Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after
it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date
thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it
is responsible for processing pursuant to Section 3.18(a), the Master Servicer shall provide written notice of any
such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer
shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward such
notice to the Directing Certificateholder), the applicable Companion Holder (or, if such Companion Loan is included in a securitization,
the master servicer of such Other Securitization) (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan,
an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan
Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is
being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution
thereof, with a copy to the applicable Companion Holder, if any (or, if such Companion Loan is included in a securitization, the
master servicer of such Other Securitization). Following receipt of the Master Servicer’s or the Special Servicer’s,
as applicable, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator
shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class Z Certificates) upon request.
With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(k))
shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business
Days immediately following the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence
of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the
form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall set
forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably obtain
such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total
debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master
Servicer, Special Servicer and Certificate


 






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Administrator, as applicable, and the Master Servicer confirms with the Certificate
Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include
such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is
no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder.
From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and
format for the information set forth in this paragraph.


 


(f)            
Subject to the consent rights and processes set forth in Section 6.08 and Section 6.09 with respect
to Major Decisions, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any
defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include
the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer
is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any
Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use
its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost
of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable,
Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that


 






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the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the
related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(g)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.18(a) with respect
to any such action that constitutes a Special Servicer Major Decision) reasonably determines that allowing their use would not
cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at
the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents
or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in
Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(h)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be
maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,”


 






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within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for
any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(i)          
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(j)            
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated by clause (i)(A)(3) of the definition of “Major Decision”,
the Special Servicer shall not process, consent to or approve, as applicable, any such modification, waiver, consent or amendment
without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such
modification, waiver, consent or amendment will not cause an Adverse REMIC Event to occur.


 


(k)          
Notwithstanding any other provisions of this Section 3.18(a) or Section 3.08(a), but subject to
any related Intercreditor Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent, Rating
Agency Confirmation or the Special Servicer’s approval or consent (provided that the Master Servicer delivers notice
thereof to the Special Servicer after completion (and the Special Servicer shall promptly, prior to the occurrence of a Consultation
Termination Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except
to the extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that
such party does not desire to receive copies of such items) take any action that is not a Major Decision with respect to Non-Specially
Serviced Loans; provided that (w) any such action would not in any way affect a payment term of the Certificates, (x) any
such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to


 






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qualify as a REMIC for federal
income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by
the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard), (y) agreeing to
such action would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate the terms,
provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further, that, in the case
of any Master Servicer Major Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed
given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer in order to grant or withhold such consent. The foregoing is intended to be an itemization of
actions the Master Servicer may take without having to obtain the approval of the Special Servicer (other than as described in
each item) and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


Section 3.19         
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master
Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the
Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy
of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its
reasonable efforts to provide the Special Servicer with all information, documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition
of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing
Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and
administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced
the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver
to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such
Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer,
pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator
shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer pursuant to this Section 3.19.


 






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Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to a Serviced AB Whole Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)           
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 


(d)          
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall
deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related
Companion Loan, if applicable, and the related Mortgaged Property to the Directing Certificateholder. Subsequent to the issuance
of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material
changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary
to reflect the then current circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing
status or otherwise liquidated in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional
Asset Status Reports with respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”).
The Special Servicer shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the
Directing Certificateholder (but only in respect of any Mortgage Loan other than any Excluded Loan and in any event prior to the


 






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occurrence of a Consultation Termination Event), (iii) the Risk Retention Consultation Party, (iv) the Serviced AB Whole Loan
Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate Companion Loan is
not subject to an AB Control Appraisal Period, (v) the Operating Advisor (but, other than with respect to an Excluded Loan,
only after the occurrence and during the continuance of an Operating Advisor Consultation Event), (vi) the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, (vii) with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the
extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer
of servicing pursuant to the Servicing Transfer Event:


 


(i)          
   summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)          
(A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)           
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)           the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 






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(viii)          an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)          
 the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


 


(x)           
  such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A summary of each Final
Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving
an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special
Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder
(communicated to the Special Servicer within ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days)) is not in the best interest of all the Certificateholders, the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any
Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days
(or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt and the
Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status
Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such
disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event
and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during an AB
Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the
occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall
promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With
respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event,
the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing
Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days (or,
if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders; provided that, if the Directing


 






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Certificateholder has not approved
the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report,
the Special Servicer shall follow the Directing Certificateholder’s direction, if such direction is consistent with the Servicing
Standard; provided, however, that if the Directing Certificateholder’s direction would cause the Special Servicer
to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; provided,
further, however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals
that are specifically required pursuant to Section 6.08. The procedures described in this paragraph are collectively
referred to herein as the “Directing Certificateholder Asset Status Report Approval Process”.


 


Pursuant to, and to the
extent required by, Section 6.09, the Special Servicer shall consult with the Risk Retention Consultation Party on
a non-binding basis (in person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. The Special Servicer may choose to revise the
Asset Status Report as it deems reasonably necessary in accordance with Servicing Standard to take into account any input and/or
recommendations of the Risk Retention Consultation Party, but is under no obligation to follow any particular recommendation of
the Risk Retention Consultation Party.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor (in person or remotely via electronic, telephonic
or other mutually agreeable communication), on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan
which includes a Major Decision that it is processing or for which its consent is required and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder or the Risk Retention Consultation Party hereunder or under a related Intercreditor Agreement
or failure of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request
of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and status of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations, (b) result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee,
the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability
or (d) materially expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities
under this Agreement.


 






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Prior to an Operating
Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor promptly
following the conclusion of each Directing Certificateholder Asset Status Report Approval Process. The Operating Advisor’s
review of any such Final Asset Status Report shall only provide background information to support the Operating Advisor’s
duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide
comments to the Special Servicer in respect of such Final Asset Status Report.


 


If an Operating Advisor
Consultation Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report prepared
in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and
is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). After the occurrence
and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special
Servicer in respect of any such Asset Status Report within ten (10) Business Days following the later of receipt of (i) such
Asset Status Report or (ii) 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 Control Eligible 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 and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report.
The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from
the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan
is not an Excluded Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s
and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best
interest of the Certificateholders, as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the
Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate or
pari passu nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report
to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder, the Special Servicer
shall revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Certificateholder the
revised Asset Status Report (until a Final Asset Status Report is issued). The procedures described in this and the immediately
preceding paragraph are collectively referred to as the “ASR Consultation Process”.


 


After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with respect to any
Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder (except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control
Appraisal Period, the related Serviced AB Whole Loan) shall consult with the Special Servicer and may propose


 






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alternative courses
of action and provide such other feedback as the Directing Certificateholder determines in respect of any Asset Status Report.
After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(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 the Servicing Standard to take into account any input and/or
recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but
is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over
any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth
in the related Intercreditor Agreement.


 


(e)           
(i) Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the
definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer
to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)            
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following
the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the
Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence
and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder),
to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence
and


 






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continuance of a Control Termination Event, within ten (10) Business Days (or, if the Directing Certificateholder and
the Special Servicer are affiliates, five (5) Business Days) of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in
writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then
the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business
Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver
in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the
Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special
Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of
each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status
Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to
an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related
AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement
requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary
of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b).


 


(g)           
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20         
Sub-Servicing Agreements. (a) The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires
the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer
or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation,
by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act
in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and


 






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the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicer or Special Servicer, as applicable, any successor master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial
Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not
permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable,
is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting
a Major Decision and certain other decisions without the consent of the Master Servicer or Special Servicer, as applicable (subject
to the rights of the Directing Certificateholder pursuant to Section 6.08); (viii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated
(following the expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails (A) to deliver by
the due date any Exchange Act reporting items required to be delivered to the Master Servicer under Article XI or under
the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party
to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform
its obligations under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any
time the related Sub-Servicer is a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer is a servicer as
contemplated by Item 1108(a)(2).


 


Any successor master
servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable
(subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer
may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to


 






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collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for
in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee copies of
all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon
its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts
advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so
provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by
the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer
in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master
Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives
such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the Special Servicer,
as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly
of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing
Agreements.


 


(b)          
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)           
As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit
of the Trustee, the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer,
as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer other than
an Initial Sub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust and/or
the Certificateholders and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)          
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing


 






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Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then
being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable
efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)           
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)            
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)           
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)           
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
Master Servicer pursuant to the terms hereof.


 






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(i)          
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which
provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing
Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents, without the consent of the Master Servicer or Special Servicer, as applicable.


 


(j)           
Except with respect to an Initial Sub-Servicer, no party (other than the Special Servicer) shall enter into an agreement with
a Sub-Servicer that is a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated
by Item 1108(a)(2) of Regulation AB as a result of entering into such agreement with such Sub-Servicer. Notwithstanding the
preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively rely upon a representation
of any Initial Sub-Servicer that such Sub-Servicer is not, to its actual knowledge, a Risk Retention Affiliate of the Third Party
Purchaser. If at any time a party obtains actual knowledge that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)
and is a Risk Retention Affiliate of the Third Party Purchaser, such party shall terminate such Sub-Servicer in accordance with
the Sub-Servicing Agreement.


 


Section 3.21         
Interest Reserve Account.


 


(a)          
On the Master Servicer Remittance Date occurring in each February and in any January that occurs in a year that is not a leap
year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Loans as of the Distribution Date occurring in the month preceding the month
in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)          
On each Master Servicer 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 (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22         
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a


 






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knowledgeable
Servicing Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) the
Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or
REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. In connection with such
telephonic meeting, and, at the Master Servicer’s or Special Servicer’s option, the Directing Certificateholder or
Operating Advisor, as applicable, shall execute an Investor Certification or confidentiality agreement satisfying the requirements
of Section 3.13(f).


 


Section 3.23         
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent
there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder, any successor Directing Certificateholder shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
to each of the addressees therein prior to being recognized as the new Directing Certificateholder.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing
Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing
Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or


 






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a
representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the
Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)          
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the
case may be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list
of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense
of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing
Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer, and the Master Servicer shall notify each Non-Serviced
Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced
Operating Advisor. Notwithstanding the foregoing, KKR Real Estate Credit Opportunity Partners Aggregator I L.P. shall be the initial
Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)           
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the
Certificate Administrator shall notify the


 






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related
Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing
Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class
over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall
have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
of the Directing Certificateholder for having so acted.


 


(h)          
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the
obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)          
  Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan Controlling
Holder.


 


(j)           
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


 


(k)          
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, any Certificateholder
and provide such information to the requesting party.


 


(l)          
  [Reserved].


 


(m)          
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of


 






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obtaining
such information from the Depository being an expense of the Trust). The Certificate Administrator shall notify the Operating
Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any
Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating Advisor Consultation Event.
Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation Termination Event or
an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business
Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof,
such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance
of the Class E-RR Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event that an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance
of the Class E-RR, Class F-RR and Class G-RR to 25% or below of the initial Certificate Balances of such Classes in the aggregate
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of such Classes), such special notice shall state: “An Operating Advisor Consultation Event has occurred because Certificate
Balance of the Class E-RR, Class F-RR and Class G-RR Certificates in the agreement is 25% or less of the aggregate initial Certificate
Balance of such Classes (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balances of such Classes).”


 


Section 3.24         
Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced
Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions
of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent


 






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of
the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides
that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the
Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective
designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related
Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges
and agrees that any Serviced AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with
respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)          
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between
the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with
any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable
Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne
by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or
the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such
Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this
Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing
Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.
In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent
of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered
notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master
Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing
Certificateholder or a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations, (b) result in
the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 






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(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Holder of a Serviced Pari Passu Companion Loan, within the same time frame it
is required to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are
actually required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control
Termination Event or a Consultation Termination Event) and (ii) to consult with any related Holder of a Serviced Pari Passu
Companion Loan on a strictly non-binding basis, to the extent having received such notices, information and reports, such related
Companion Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related
Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such
related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated
to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business
Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and
delivery of all information relating thereto). Notwithstanding the consultation rights of the related Holder of a Serviced Pari
Passu Companion Loan set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take
any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder, if any. In no event


 






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shall
the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business
Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section 3.25         
Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a
RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating
Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and
the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special
Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect
to


 






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which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement
did not exist) if (i) it has been appointed and currently serves as a master servicer or special servicer, as applicable,
on a transaction-level basis on a CMBS transaction currently rated by Moody’s that currently has securities outstanding
and for which Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material factor in
such rating action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced
by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s is the
non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding
Rating Agency or (iii) DBRS has not publicly cited servicing concerns of the applicable replacement master servicer or special
servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed
securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination,
if DBRS is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not
exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information
Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to
such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did
not exist).


 






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(c)          
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26         
The Operating Advisor. (a) The Operating Advisor shall review (i) the actions of the Special Servicer with respect
to any Specially Serviced Loan (as provided in Section 3.08(a), Section 3.08(b), Section 3.19(d),
this Section 3.26 and Section 6.08(a)) and after the occurrence and during the continuance of an Operating
Advisor Consultation Event the actions of the Special Servicer with respect to Major Decisions relating to the Mortgage Loans
when they are not a Specially Serviced Loans, (ii) all reports by the Special Servicer made available to Privileged Persons
on the Certificate Administrator’s Website and (iii) each Asset Status Report (after the occurrence and continuance
of an Operating Advisor Consultation Event) and each Final Asset Status Report delivered to the Operating Advisor by the Special
Servicer. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard. For the
avoidance of doubt, the Operating Advisor will have no obligation or responsibility at any time to review the actions of the Master
Servicer for compliance with the Servicing Standard. Except with respect to a waiver of the Operating Advisor Consulting Fee by
the Master Servicer pursuant to Section 3.26(i), the Operating Advisor will have no obligation or responsibility at
any time to consult with the Master Servicer.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report or Final Asset Status Report), subject to any Privileged Information Exception or 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.


 


(c)          
(i) Based on the Operating Advisor’s review of any assessment of (i) any assessment of compliance report, attestation
report, and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons
that are posted on the Certificate Administrator’s Website during the prior calendar year, (ii) (A) prior to the occurrence
and continuance of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset
Status Report or Final Major Decision Reporting Package, and (B) after the occurrence and continuance of an Operating Advisor
Consultation Event, any Asset Status Report and any Major Decision Reporting Package, the Operating Advisor shall ((i) if
any Mortgage Loans were Specially Serviced Loans at any time during the prior calendar year or (ii) if the Operating Advisor
was entitled to consult with the Special Servicer with respect to any Major Decision during the prior calendar year) deliver to
the Certificate Administrator and the 17g-5 Information Provider within one hundred twenty (120) days of the end of such
prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of
Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor,
subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions


 






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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 Special Servicer is operating in compliance with the
Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced
Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on
Non-Specially Serviced Loans) during the prior calendar year on a Trust-Level Basis and identifying (1) which, if any, standards
the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply and
(2) any material deviations from the Special Servicer’s obligations hereunder with respect to the resolution or liquidation
of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage
Loan or any Servicing Shift Mortgage Loan); provided, further, however, that in the event the Special Servicer
is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer
as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor
Annual Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report
relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer.
In preparing any Operating Advisor Annual Report, the Operating Advisor (i) shall not be required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating
Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) shall not be required to provide
or obtain a legal opinion, legal review or legal conclusion. Subject to the restrictions in this Agreement, each such Operating
Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from
the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced
Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to
any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report
shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall
promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual
Report at least ten days prior to such annual report’s delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the Special Servicer.


 


(ii)          
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such


 






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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. If the Operating Advisor is prohibited or materially limited
from obtaining Privileged Information and such prohibition or limitation prevents the Operating Advisor from performing its duties
under this Agreement, the Operating Advisor shall not be subject to any liability arising therefrom.


 


(d)          
[Reserved].


 


(e)          
(i) With respect to any Mortgage Loan or Serviced Whole Loan, after the calculation (and if an Operating Advisor Consultation
Event has occurred and is continuing, prior to the utilization by the Special Servicer) of any of the calculations related to
net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together
with any supporting material or additional information necessary in support thereof (including such additional information reasonably
requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged
Communications), 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 review for accuracy and consistency with this Agreement
the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required
to be utilized in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the net present value or the application of the applicable non-discretionary portions of the formula required to be utilized
for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any material
inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving
at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. 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).


 


(f)           
Notwithstanding the foregoing, and prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review will be limited to an after-the-action review of any assessment of compliance, attestation report, Final
Major Decision Reporting Package, Final Asset Status Report and other information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance
policies, mortgagor substitutions, lease changes,


 






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additional
borrower debt, defeasances, property management changes, releases from escrow, assumptions or other similar actions that the Special
Servicer may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan.
In addition, with respect to the Operating Advisor’s review of net present value calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness of Special Servicer’s
property and borrower performance assumptions or other similar discretionary portions of the net present value calculation.


 


(g)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders other than the Directing
Certificateholder), other than (1) to a party hereto, to the extent expressly set forth herein with a notice indicating that
such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary
to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating
Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer.
Each party to this Agreement that receives Privileged Information shall not disclose such Privileged Information to any other
Person without the prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the
Directing Certificateholder (with respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan)
other than pursuant to a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor
may serve in a similar capacity with respect to Other Securitizations that involve the same parties or borrower involved in this
securitization, the knowledge of the employees performing operating advisor functions for such Other Securitizations are not imputed
to different employees of the Operating Advisor performing the obligations hereunder. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor. 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.


 


(h)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(i)          
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loans but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall
accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage
Loan or REO Loan, as the case may be, and, in connection with any partial month


 






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interest
payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due
on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the
preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer processing the
related Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor
in connection with such Major Decision that are consistent with the efforts that the Master Servicer or the Special Servicer,
as applicable, would use to collect any Mortgagor-paid fees owed to it in accordance with the Servicing Standard, but only to
the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable, may
waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special
Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests
for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor
shall have no obligations or consultation rights as Operating Advisor with respect to any Non-Serviced Whole Loan or any related
REO Property; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting
Fee with respect to any Non-Serviced Whole Loan.


 


(j)           
The Operating Advisor may be removed upon (i) the written direction of Holders of Certificates evidencing not less than 25%
of the Voting Rights (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating
Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting Holders to the Certificate Administrator of
all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and
(iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request
by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail conduct the solicitation of


 






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votes
of all Certificates in such regard. Upon the vote or written direction of Holders of a majority of the aggregate Certificate Balance
of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately
replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the
Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder
(but only if no Control Termination Event or Consultation Termination Event has occurred) and the Certificateholders. Notwithstanding
the foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination
of the Operating Advisor, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint a successor operating advisor so long as the Trustee uses commercially reasonable efforts to conduct a
search for a successor operating advisor and such failure is not a result of the Trustee’s negligence, bad faith or willful
misconduct in the performance of its obligations hereunder.


 


(l)          
The holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the 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.


 


(m)          
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 






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(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment
within thirty (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. No such resignation by
the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all costs and expenses (including
costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant
to this Section 3.26.


 


(o)          
[Reserved].


 


(p)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates,
particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)           
With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation
to perform any such duties until the receipt of such notice.


 


Section 3.27         
Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the
Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


 






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(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28         
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions
for, the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, and, with respect to the Serviced AB Subordinate
Companion Loan, the wire transfer instructions, are listed on Exhibit S hereto. In the event a Companion Holder transfers
a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement:
(x) any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided
to the Other Servicer under the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information
required to be delivered pursuant to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be
provided to the applicable Non-Serviced Master Servicer under the related Non-Serviced PSA.


 






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Section 3.29         
Certain Matters Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the
applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the
terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the
successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be.


 


(b)          
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)          
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)          
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(e)          
With respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Directing Certificateholder, prior to the
occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance
of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan
in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement)
under the related Intercreditor Agreement.


 


(f)           
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing


 






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Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)          
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the
related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall
be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related
Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from
the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related
Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the
Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified
in clauses (x) and (xii) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to
the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being
securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request
for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable
requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it
pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30         
[Reserved].


 


Section 3.31         
[Reserved].


 


Section 3.32         
Resignation Upon Prohibited Risk Retention Affiliation. For so long as the following affiliations are prohibited pursuant
to the Risk Retention Rule, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer
of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become a Risk Retention Affiliate of the Third Party Purchaser (an “Impermissible
TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice
by any other party to this Agreement, the Third Party Purchaser, the Sponsor or any Underwriter or


 






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Initial
Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible
TPP Affiliate, or (iii) an officer or manager of the Operating Advisor or the Asset Representations Reviewer that is responsible
for performing the duties of the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is
or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (an “Impermissible
Operating Advisor Affiliate” or “Impermissible Asset Representations Reviewer Affiliate”, respectively;
and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations
Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), 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 3.26, Section 6.05, Section 7.03, Section 8.07
or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate will be required to bear all
reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Issuing Entity and each Rating Agency in
connection with such resignation as and to the extent required under this Agreement; provided, however, if the affiliation
causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser 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.


 


Section 3.33         
Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.33(a) shall not be separately posted
as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.33(a) shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the
Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.33(a) until such party has received written notice
with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set
forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with
respect to the related


 






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Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a).


 


(b)          
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such
Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a)
and Section 4.02(f) of this Agreement.


 


Section 3.34         
Processing and Consent. (a) The Master Servicer shall process the following servicing actions: (i) Master Servicer
Major Decisions and (ii) servicing action relating to a Non-Specially Serviced Loan which action is not a Major Decision.


 


(b)          
The Special Servicer shall process the following servicing actions: (i) servicing actions in respect of Specially Serviced Loans
other than with respect to actions under clause (i)(C) of the definition of “Major Decision” (or, with respect
to the Mural Lofts Whole Loan prior to a related AB Control Appraisal Period, clause (xiii) of the Mural Lofts Major Decisions)
and (ii) Special Servicer Major Decisions. Notwithstanding the foregoing, with respect to any action in respect of a Non-Specially
Serviced Loan that the Special Servicer is responsible for processing as described in the preceding sentence, the Master Servicer
and the Special Servicer may mutually agree that Master Servicer shall process such action in accordance with the terms and conditions
reasonable agreed to by the Master Servicer and the Special Servicer, including the Special Servicer’s consent (which consent
will be deemed given fifteen (15) Business Days after the Special Servicer’s receipt of the Master Servicer’s Major
Decision Reporting Package; provided, however, such deemed consent shall not be given until at least five (5) Business
Days after the consent period provided for in the related Intercreditor Agreement has expired).


 


(c)          
Upon receiving a request for any matter that constitutes a Special Servicer Major Decision, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer will process such request, the Master Servicer shall forward such request
to the Special Servicer and the Special Servicer will be required to process such request and the Master Servicer will have no
further obligation with respect to such request or the related Special Servicer Major Decision, except that the Master Servicer
shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any requested additional information
in the Master Servicer’s possession.


 


(d)          
The party responsible for processing any Major Decision shall be responsible for seeking any required consent of the Directing
Certificateholder (and, if consultation is required, will be responsible for consulting with the Directing Certificateholder)
as and to the extent required under Section 6.08; provided, however, that if the Master Servicer is
processing a Special Servicer Major Decision pursuant to mutual agreement of the Master


 






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Servicer
and the Special Servicer as discussed in this Section 3.34, the Special Servicer not the Master Servicer shall seek
the consent of the Directing Certificateholder or consult with the Directing Certificate, as applicable, in each case, as and
to the extent required under Section 6.08. Such party seeking the consent of, or consulting with the Directing Certificateholder
shall also be responsible for consulting with the Risk Retention Consultation Party as and to the extent required under Section 6.09.


 


(e)          
With respect to any Mortgagor request or other action in respect of Non-Specially Serviced Loans that is not a Major Decision,
the Master Servicer shall not be required to obtain the consent of, or consult with, any party, including the Special Servicer,
the Directing Certificateholder, the Operating Advisor and the Risk Retention Consultation Party.


 


[End
of Article III]


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01         
Distributions.


 


(a)          
Distributions of Non-VRR Certificate Available Funds. On each Distribution Date, to the extent of the Non-VRR Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)          
first, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B and
Class X-D Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date),
in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 


(ii)          second,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates in reduction of their
Certificate Balances: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class
A-SB Certificates is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in subclause (1) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-1 Certificates is reduced to zero; (3) third, to the
Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions


 






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specified in subclauses (1)
and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2
Certificates is reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2)
and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3
Certificates is reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2),
(3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-4 Certificates is reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-5 Certificates is reduced to zero; (7) seventh, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3), (4), (5) and (6) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates is reduced to zero; and (II) on or after the Cross-Over Date, to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata (based on their respective Certificate
Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of
each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)        
third, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates pro rata
(based upon the aggregate unreimbursed Non-VRR Certificate Realized Losses previously allocated to each such Class), up to
an amount equal to the unreimbursed Non-VRR Certificate Realized Losses previously allocated to such Class,
plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Certificate
Realized Loss was allocated to such Class;


 

(iv)         
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class A-S Certificates is reduced to zero;

 


(vi)        
sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate Realized
Losses previously allocated to such


 






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Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(vii)       
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class B Certificates is reduced to zero;


 


(ix)          ninth, to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(x)          
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C
Certificates is reduced to zero;


 


(xii)         twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(xiii)       
thirteenth, to the Holders of the Class D Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       
fourteenth, after the Certificate Balances of the Class A Certificates and the Class B and Class C Certificates
have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of
the Class A Certificates and the Class B and Class C


 






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Certificates
on such Distribution Date), until the outstanding Certificate Balances of the Class D Certificates is reduced to zero;


 


(xv)         fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(xvi)       
sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)     
seventeenth, after the Certificate Balances of the Class A Certificates and the Class B, Class C and Class D
Certificates have been reduced to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate Balances
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates and the Class B, Class C and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E-RR Certificates is reduced to zero;


 


(xviii)    
eighteenth, to the Holders of the Class E-RR Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(xix)        nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)         twentieth, after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D
and Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates and the Class B, Class C, Class D and Class E-RR Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates is reduced to zero;


 


(xxi)        twenty-first, to the Holders of the Class F-RR Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Non-VRR Certificate Realized Loss was allocated to such Class;


 


(xxii)      
twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 






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(xxiii)      twenty-third, after the Certificate Balances of the Class A Certificates and the Class B, Class C, Class D,
Class E-RR Certificates and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates and the Class B, Class C, Class D,
Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G-RR
Certificates is reduced to zero;


 


(xxiv)      twenty-fourth, to the Holders of the Class G-RR Certificates, up to an amount equal to the unreimbursed Non-VRR Certificate
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Non-VRR Certificate Realized Loss was allocated to such Class; and


 


(xxv)      
twenty-fifth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Non-VRR Certificate Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution
Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to the Depository based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments
or unscheduled principal payments are subsequently received by the Master Servicer and required to be part of the Non-VRR Certificate
Available Funds for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate
Administrator will use commercially reasonable efforts to cause the Depository to make the revised distribution on a timely basis
on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be liable
or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the
actions described in the preceding sentence.


 


(b)          
Distribution of VRR Certificate Available Funds. On each Distribution Date, the Certificate Administrator shall be deemed
to transfer the Lower Tier Distribution Amount from the Lower Tier REMIC Distribution Account to the Upper Tier REMIC Distribution
Account and from the Upper Tier REMIC Distribution Account to the Class VRR Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter,
shall make distributions thereof from the Class VRR Distribution Account in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)          
to the extent of the VRR Percentage Interest of the VRR Certificate Available Funds for such Distribution Date,


 


(A)          
first, simultaneously


 






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(1)       to
the Grantor Trust in respect of the Class VRR-A1 Trust Component (in a manner analogous to the distributions on the Class A-1
Certificates and the Class X-A Certificates (but only the Component XA-1 Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-A1 Certificates, in respect of interest, up to an amount equal to the Class
VRR-A1 Percentage Interest of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the
Class VRR-A1 Trust Component;


 


(2)       to
the Grantor Trust in respect of the Class VRR-A2 Trust Component (in a manner analogous to the distributions on the Class A-2
Certificates and the Class X-A Certificates (but only the Component XA-2 Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-A2 Certificates, in respect of interest, up to an amount equal to the Class
VRR-A2 Percentage Interest of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the
Class VRR-A2 Trust Component;


 


(3)       to
the Grantor Trust in respect of the Class VRR-A3 Trust Component (in a manner analogous to the distributions on the Class A-3
Certificates and the Class X-A Certificates (but only the Component XA-3 Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-A3 Certificates, in respect of interest, up to an amount equal to the Class
VRR-A3 Percentage Interest of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the
Class VRR-A3 Trust Component;


 


(4)       to
the Grantor Trust in respect of the Class VRR-A4 Trust Component (in a manner analogous to the distributions on the Class A-4
Certificates and the Class X-A Certificates (but only the Component XA-4 Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-A4 Certificates, in respect of interest, up to an amount equal to the Class
VRR-A1 Percentage Interest of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the
Class VRR-A4 Trust Component;


 


(5)       to
the Grantor Trust in respect of the Class VRR-A5 Trust Component (in a manner analogous to the distributions on the Class A-5
Certificates and the Class X-A Certificates (but only the Component XA-5 Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-A5 Certificates, in respect of interest, up to an amount equal to the Class
VRR-A5 Percentage Interest of the VRR Certificate Interest


 






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Distribution
Amount for such Distribution Date with respect to the Class VRR-A5 Trust Component;


 


(6)       to
the Grantor Trust in respect of the Class VRR-ASB Trust Component (in a manner analogous to the distributions on the Class A-SB
Certificates and the Class X-A Certificates (but only the Component XA-SB Percentage thereof) in clause (i) of Section 4.01(a))
and, concurrently, to the Holders of the Class VRR-ASB Certificates, in respect of interest, up to an amount equal to the Class
VRR-ASB Percentage Interest of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the
Class VRR-ASB Trust Component;


 


(7)       to
the Grantor Trust in respect of the Class VRR-AS Trust Component (in a manner analogous to the distributions on the Class X-A
Certificates (but only the Component XA-S Percentage thereof) in clause (i) of Section 4.01(a)) and, concurrently, to the
Holders of the Class VRR-AS Certificates, in respect of interest, up to an amount equal to the Class VRR-A1 Percentage Interest
of the VRR Certificate Interest Distribution Amount for such Distribution Date with respect to the Class VRR-AS Trust Component;


 


(8)       to
the Grantor Trust in respect of the Class VRR-B Trust Component (in a manner analogous to the distributions on the Class X-B Certificates
(but only the Component XB Percentage thereof) in clause (i) of Section 4.01(a)) and, concurrently, to the Holders of the
Class VRR-B Certificates, in respect of interest, up to an amount equal to the Class VRR-B Percentage Interest of the VRR Certificate
Interest Distribution Amount for such Distribution Date with respect to the Class VRR-B Trust Component;


 


(9)       to
the Grantor Trust in respect of the Class VRR-C Trust Component (in a manner analogous to the distributions on the Class X-B Certificates
(but only the Component XC Percentage thereof) in clause (i) of Section 4.01(a)) and, concurrently, to the Holders of the
Class VRR-C Certificates, in respect of interest, up to an amount equal to the Class VRR-C Percentage Interest of the VRR Certificate
Interest Distribution Amount for such Distribution Date with respect to the Class VRR-C Trust Component; and


 


(10)       to
the Grantor Trust in respect of the Class VRR-D Trust Component (in a manner analogous to the distributions on the Class X-D Certificates
in clause (i) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-D Certificates, in respect of interest,
up to an amount equal to the Class VRR-D Percentage Interest of the VRR Certificate Interest Distribution


 






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Amount
for such Distribution Date with respect to the Class VRR-D Trust Component;


 


(B)          
second, to the Grantor Trust in respect of (A) the Class VRR-A1 Trust Component and, concurrently, to the Holders of the
Class VRR-A1 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A1 Percentage Interest
of the VRR Certificate Principal Distribution Amount for such Distribution; (B) the Class VRR-A2 Trust Component and, concurrently,
to the Holders of the Class VRR-A2 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A2
Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution; (C) the Class VRR-A3 Trust Component
and, concurrently, to the Holders of the Class VRR-A3 Certificates, in reduction of its Certificate Balance, up to an amount equal
to the Class VRR-A3 Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution; (D) the Class
VRR-A4 Trust Component and, concurrently, to the Holders of the Class VRR-A4 Certificates, in reduction of its Certificate Balance,
up to an amount equal to the Class VRR-A4 Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution;
(E) the Class VRR-A5 Trust Component and, concurrently, to the Holders of the Class VRR-A5 Certificates, in reduction of its Certificate
Balance, up to an amount equal to the Class VRR-A5 Percentage Interest of the VRR Certificate Principal Distribution Amount for
such Distribution; and (F) the Class VRR-ASB Trust Component and, concurrently, to the Holders of the Class VRR-ASB Certificates,
in reduction of its Certificate Balances, up to an amount equal to the Class VRR-ASB Percentage Interest of the VRR Certificate
Principal Distribution Amount for such Distribution, in a manner analogous to the distributions on the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-SB Certificates, respectively in clause (ii) of the Section 4.01(a), until
the Certificate Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5 and Class VRR-ASB Certificates
are reduced to zero;


 


(C)          
third, to the Grantor Trust in respect of (A) the Class VRR-A1 Trust Component and, concurrently, to the Holders of the
Class VRR-A1 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A1 Percentage Interest
of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior to such Distribution
Date and the VRR Certificate Realized Loss Interest Amount; (B) the Class VRR-A2 Trust Component and, concurrently, to the Holders
of the Class VRR-A2 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A2 Percentage
Interest of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior to such Distribution
Date and the VRR Certificate Realized Loss Interest Amount; (C) the Class VRR-A3 Trust Component and, concurrently, to the Holders
of the Class VRR-A3 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A3 Percentage
Interest of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior to such Distribution


 



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Date
and the VRR Certificate Realized Loss Interest Amount; (D) the Class VRR-A4 Trust Component and, concurrently, to the Holders
of the Class VRR-A4 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A4 Percentage
Interest of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior to such Distribution
Date and the VRR Certificate Realized Loss Interest Amount; (E) the Class VRR-A5 Trust Component and, concurrently, to the Holders
of the Class VRR-A5 Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-A5 Percentage
Interest of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior to such Distribution
Date and the VRR Certificate Realized Loss Interest Amount; and (F) the Class VRR-ASB Trust Component and, concurrently, to the
Holders of the Class VRR-ASB Certificates, in reduction of its Certificate Balances, up to an amount equal to the Class VRR-ASB
Percentage Interest of the unreimbursed VRR Certificate Realized Losses previously allocated thereto and not reimbursed prior
to such Distribution Date and the VRR Certificate Realized Loss Interest Amount;


 


(D)          
fourth, to the Grantor Trust in respect of the Class VRR-AS Trust Component (in a manner analogous to the distributions
on the Class A-S Certificates in clause (iv) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-AS
Certificates, in respect of interest, up to an amount equal to the Class VRR-AS Percentage Interest of the VRR Certificate Interest
Distribution Amount for such Distribution Date with respect to the Class VRR-AS Trust Component;


 


(E)          
fifth, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5 and
Class VRR-ASB Certificates have been reduced to zero, to the Grantor Trust in respect of the Class VRR-AS Trust Component and,
concurrently, to the Holders of the Class VRR-AS Certificates, in reduction of its Certificate Balance, up to an amount equal
to the Class VRR-AS Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution, until the
outstanding Certificate Balance of the Class VRR-AS Certificates is reduced to zero;


 


(F)          
sixth, to the Grantor Trust in respect of the Class VRR-AS Trust Component and, concurrently, to the Holders of the Class
VRR-AS Certificates, up to an amount equal to the Class VRR-AS Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(G)          
seventh, to the Grantor Trust in respect of the Class VRR-B Trust Component (in a manner analogous to the distributions
on the Class B Certificates in clause (vii) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-B Certificates,
in respect of interest, up to an amount equal to the Class VRR-B Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR-B Trust Component;


 






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(H)          
eighth, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5, Class
VRR-ASB and Class VRR-AS Certificates have been reduced to zero, to the Grantor Trust in respect of the Class VRR-B Trust Component
and, concurrently, to the Holders of the Class VRR-B Certificates, in reduction of its Certificate Balance, up to an amount equal
to the Class VRR-B Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution, until the outstanding
Certificate Balance of the Class VRR-B Certificates is reduced to zero;


 


(I)           
ninth, to the Grantor Trust in respect of the Class VRR-B Trust Component and, concurrently, to the Holders of the Class
VRR-B Certificates, up to an amount equal to the Class VRR-B Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(J)          
tenth, to the Grantor Trust in respect of the Class VRR-C Trust Component (in a manner analogous to the distributions on
the Class C Certificates in clause (x) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-C Certificates,
in respect of interest, up to an amount equal to the Class VRR-C Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR-C Trust Component;


 


(K)            
eleventh, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5,
Class VRR-ASB, Class VRR-AS and Class VRR-B Certificates have been reduced to zero, to the Grantor Trust in respect of the Class
VRR-C Trust Component and, concurrently, to the Holders of the Class VRR-C Certificates, in reduction of its Certificate Balance,
up to an amount equal to the Class VRR-C Percentage Interest of the VRR Certificate Principal Distribution Amount for such Distribution,
until the outstanding Certificate Balance of the Class VRR-C Certificates is reduced to zero;


 


(L)          
twelfth, to the Grantor Trust in respect of the Class VRR-C Trust Component and, concurrently, to the Holders of the Class
VRR-C Certificates, up to an amount equal to the Class VRR-C Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(M)           
thirteenth, to the Grantor Trust in respect of the Class VRR-D Trust Component (in a manner analogous to the distributions
on the Class D Certificates in clause (xiii) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-D Certificates,
in respect of interest, up to an amount equal to the Class VRR-D Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR-D Trust Component;


 






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(N)            
fourteenth, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5,
Class VRR-ASB, Class VRR-AS, Class VRR-B and Class VRR-C Certificates have been reduced to zero, to the Grantor Trust in respect
of the Class VRR-D Trust Component and, concurrently, to the Holders of the Class VRR-D Certificates, in reduction of its Certificate
Balance, up to an amount equal to the Class VRR-D Percentage Interest of the VRR Certificate Principal Distribution Amount for
such Distribution, until the outstanding Certificate Balance of the Class VRR-D Certificates is reduced to zero;


 


(O)            
fifteenth, to the Grantor Trust in respect of the Class VRR-D Trust Component and, concurrently, to the Holders of the
Class VRR-D Certificates, up to an amount equal to the Class VRR-D Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(P)          
sixteenth, to the Grantor Trust in respect of the Class VRR-E Trust Component (in a manner analogous to the distributions
on the Class E Certificates in clause (xiv) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-E Certificates,
in respect of interest, up to an amount equal to the Class VRR-E Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR-E Trust Component;


 


(Q)            
seventeenth, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5,
Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C and Class VRR-D Certificates have been reduced to zero, to the Grantor Trust
in respect of the Class VRR-E Trust Component and, concurrently, to the Holders of the Class VRR-E Certificates, in reduction
of its Certificate Balance, up to an amount equal to the Class VRR-E Percentage Interest of the VRR Certificate Principal Distribution
Amount for such Distribution, until the outstanding Certificate Balance of the Class VRR-E Certificates is reduced to zero;


 


(R)          
eighteenth, to the Grantor Trust in respect of the Class VRR-E Trust Component and, concurrently, to the Holders of the
Class VRR-E Certificates, up to an amount equal to the Class VRR-E Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(S)          
nineteenth, to the Grantor Trust in respect of the Class VRR-F Trust Component (in a manner analogous to the distributions
on the Class F Certificates in clause (xvii) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-F Certificates,
in respect of interest, up to an amount equal to the Class VRR-F Percentage Interest of the VRR Certificate Interest Distribution


  



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Amount
for such Distribution Date with respect to the Class VRR-F Trust Component;


 


(T)          
twentieth, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5,
Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D and Class VRR-E Certificates have been reduced to zero, to
the Grantor Trust in respect of the Class VRR-F Trust Component and, concurrently, to the Holders of the Class VRR-F Certificates,
in reduction of its Certificate Balance, up to an amount equal to the Class VRR-F Percentage Interest of the VRR Certificate Principal
Distribution Amount for such Distribution, until the outstanding Certificate Balance of the Class VRR-F Certificates is reduced
to zero;


 


(U)          
twenty-first, to the Grantor Trust in respect of the Class VRR-F Trust Component and, concurrently, to the Holders of the
Class VRR-F Certificates, up to an amount equal to the Class VRR-F Percentage Interest of the unreimbursed VRR Certificate Realized
Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized Loss
Interest Amount;


 


(V)          
twenty-second, to the Grantor Trust in respect of the Class VRR-G Trust Component (in a manner analogous to the distributions
on the Class G Certificates in clause (xx) of Section 4.01(a)) and, concurrently, to the Holders of the Class VRR-G Certificates,
in respect of interest, up to an amount equal to the Class VRR-G Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR-G Trust Component;


 


(W)           
twenty-third, after the Certificates Balances of the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5,
Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E and Class VRR-F Certificates have been reduced
to zero, to the Grantor Trust in respect of the Class VRR-G Trust Component and, concurrently, to the Holders of the Class VRR-G
Certificates, in reduction of its Certificate Balance, up to an amount equal to the Class VRR-G Percentage Interest of the VRR
Certificate Principal Distribution Amount for such Distribution, until the outstanding Certificate Balance of the Class VRR-G
Certificates is reduced to zero;


 


(X)          
twenty-fourth, to the Grantor Trust in respect of the Class VRR-G Trust Component and, concurrently, to the Holders of
the Class VRR-G Certificates, up to an amount equal to the Class VRR-G Percentage Interest of the unreimbursed VRR Certificate
Realized Losses previously allocated thereto and not reimbursed prior to such Distribution Date, and the VRR Certificate Realized
Loss Interest Amount;


 


(ii)          
to the extent of the VRR-Exchange Percentage Interest of the VRR Certificate Available Funds for such Distribution Date,


 






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(A)          
first, to the Grantor Trust in respect of the Class VRR Trust Components and, concurrently, to the Class VRR Certificates,
in respect of interest, up to an amount equal to the Class VRR-Exchange Percentage Interest of the VRR Certificate Interest Distribution
Amount for such Distribution Date with respect to the Class VRR Trust Components;


 


(B)          
second, to the Grantor Trust in respect of the Class VRR Trust Components and, concurrently, to the Class VRR Certificates
in reduction of the Certificate Balance thereof, up to an amount equal to the Class VRR-Exchange Percentage Interest of the VRR
Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class VRR
Certificates has been reduced to zero;


 


(C)          
third, to the Grantor Trust in respect of the Class VRR Trust Components and, concurrently, to the Holders of the Class
VRR Certificates up to an amount equal to Class VRR-Exchange Percentage of the unreimbursed VRR Certificate Realized Losses previously
allocated thereto and not reimbursed prior to such Distribution Date and the VRR Certificate Realized Loss Interest Amount;


 


provided,
that when the Certificate Balance of the Vertical Risk Retention Certificates has been reduced to zero and after payment in full
of all unpaid expenses of the Trust the amount, if any, of the VRR Certificate Available Funds remaining in the Upper-Tier REMIC
Distribution Account with respect to such Distribution Date shall be distributed to the Holders of the Class R Certificates
in respect of the Class UR Interest.


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates or related Trust Component as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates or related Trust Component. On each Distribution Date,
each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to (A) the
Interest Distribution Amount in respect of its Related Certificates or related Trust Component plus  (B) a pro rata
portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class
LA4, Class LA5, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class
LB and Class LC Uncertificated Interests, the Class X-B Certificates and (iii) in the case of the Class LD Uncertificated Interest,
the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage
Rate over the Pass-Through Rate of the Related Certificates or related Trust Component and a notional amount equal to its related
Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn
from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 






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As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
or related Trust Components with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original
Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum
set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the
Lower-Tier Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iv)
shall be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to
the extent of the Aggregate Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution
Account, if any).


 


(d)          
While the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts
provided for in this Section 4.01.


 


(e)          
(i) On each Distribution Date, the Non-VRR Percentage of Prepayment Premiums and Yield Maintenance Charges, if any, collected
in respect of the Mortgage Loans during the related Collection Period (the “Non-VRR Certificate Prepayment Premiums and
Yield Maintenance Charges”) will be required to be distributed by the Certificate Administrator to the Holders of each
Class of Non-VRR Certificates in the following manner: (1) pro rata, among (w) the YM Group A, (x) the
YM Group B, (y) the YM Group C and (z) the YM Group RR and based upon the aggregate of principal distributed to the
classes of Principal Balance Certificates in each YM Group on such Distribution Date, and (2) among the Classes of Certificates
in each YM Group, in the following manner: (i) with respect to each YM Group other than the YM Group RR, (A) the holders
of each Class of Principal Balance Certificates in such YM Group shall be entitled to receive on each Distribution Date an amount
of Prepayment Premiums or Yield Maintenance Charges equal to the sum, for all mortgage loan prepayments, of 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 Principal Balance Certificates or Trust Components in that YM Group
representing principal payments in respect of the Mortgage Loans on such Distribution Date, (b) the Base Interest Fraction
for the related principal prepayment and such Class of Principal Balance Certificates, and (c) the Prepayment Premiums or
Yield Maintenance Charges collected during the related Collection Period and allocated to such YM Group and (B) any Prepayment
Premiums or Yield Maintenance Charges allocated to such YM Group collected during the related Collection Period remaining after
such distributions will be distributed to the holders of each Class of Class X Certificates in such YM Group and (ii) with
respect to the YM Group RR, the holders of each class of Principal Balance Certificates in such YM Group shall be entitled to
receive on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges equal to the sum, for all mortgage
loan prepayments, of 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 classes comprising YM


  



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Group
RR on such Distribution Date, and (b) the Prepayment Premiums or Yield Maintenance Charges collected during the related Collection
Period and allocated to such YM Group. If there is more than one such Class of Certificates or Trust Components entitled to distributions
of principal on any particular Distribution Date on which Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage
Loans are distributable, the aggregate amount of such Prepayment Premiums or Yield Maintenance Charges will be allocated among
all such Classes of Certificates or Trust Components up to, and on a pro rata basis in accordance with, their respective
entitlements thereto in accordance with the first sentence of this paragraph.


 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction”
with respect to any Principal Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment
Premium, and with respect to any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C
and Class D Certificates, shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference
between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount Rate used in accordance
with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment
and (B) whose denominator is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan
(or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and
(ii) the applicable Discount Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be
greater than one or less than zero, (2) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on
such Mortgage Loan or Serviced Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class
of Certificates, then the Base Interest Fraction will equal zero and (3) if the applicable Discount Rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, and is less than the Pass-Through Rate
on such Class of Certificates, then the Base Interest Fraction will be one (1).


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount
rate (as reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if
a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the
terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields
(as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant
prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to
an ARD Loan) or the Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such
interpolated yield converted to a monthly equivalent yield. If Federal


 






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Reserve
Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication
as the source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)          
On any Distribution Date, the VRR Certificate Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect
of the Mortgage Loans during the related Collection Period (the “VRR Certificate Prepayment Premiums and Yield Maintenance
Charges”) will be required to be distributed by the Certificate Administrator to the Holders of the Exchangeable Certificates
and the Class VRR Certificates, on a pro rata and pari passu basis, as follows:


 


(A)          
to the Holders of the Class VRR-A1 Certificates, in an amount equal to the product of (A) the then applicable Class VRR-A1 Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-1 Certificates and Class X-A Certificates (but only the Component XA-1
Percentage thereof);


 


(B)          
to the Holders of the Class VRR-A2 Certificates, in an amount equal to the product of (A) the then applicable Class VRR-A2 Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-2 Certificates and Class X-A Certificates (but only the Component XA-2
Percentage thereof);


 


(C)          
to the Holders of the Class VRR-A3 Certificates, in an amount equal to the product of (A) the then applicable Class VRR-A3 Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-3 Certificates and Class X-A Certificates (but only the Component XA-3
Percentage thereof);


 


(D)          
to the Holders of the Class VRR-A4 Certificates, in an amount equal to the product of (A) the then applicable Class VRR-A4 Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-4 Certificates and Class X-A Certificates (but only the Component XA-4
Percentage thereof);


 


(E)          
to the Holders of the Class VRR-A5 Certificates, in an amount equal to the product of (A) the then applicable Class VRR-A5 Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-5 Certificates and Class X-A Certificates (but only the Component XA-5
Percentage thereof);


 






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(F)          
to the Holders of the Class VRR-ASB Certificates, in an amount equal to the product of (A) the then applicable Class VRR-ASB Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-SB Certificates and Class X-A Certificates (but only the Component
XA-SB Percentage thereof);


 


(G)          
to the Holders of the Class VRR-AS Certificates, in an amount equal to the product of (A) the then applicable Class VRR-AS Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class A-S Certificates and Class X-A Certificates (but only the Component XA-S
Percentage thereof);


 


(H)          
to the Holders of the Class VRR-B Certificates, in an amount equal to the product of (A) the then applicable Class VRR-B Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class B Certificates and Class X-B Certificates (but only the Component XB
Percentage thereof);


 


(I)           
to the Holders of the Class VRR-C Certificates, in an amount equal to the product of (A) the then applicable Class VRR-C Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class C Certificates and Class X-B Certificates (but only the Component XC
Percentage thereof);


 


(J)          
to the Holders of the Class VRR-D Certificates, in an amount equal to the product of (A) the then applicable Class VRR-D Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class D Certificates and Class X-D Certificates;


 


(K)            
to the Holders of the Class VRR-E Certificates, in an amount equal to the product of (A) the then applicable Class VRR-E Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class E Certificates;


 


(L)          
to the Holders of the Class VRR-F Certificates, in an amount equal to the product of (A) the then applicable Class VRR-F Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class F Certificates;


 






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(M)           
to the Holders of the Class VRR-G Certificates, in an amount equal to the product of (A) the then applicable Class VRR-G Percentage
Interest, (B) the Risk Retention Allocation Factor and (C) the total distributions of the corresponding Non-VRR Certificate Prepayment
Premiums and Yield Maintenance Charges made on the Class G Certificates; and


 


(N)            
to the Holders of the Class VRR Certificates, in an amount equal to the product of (A) the then applicable Class VRR-Exchange
Percentage Interest and (B) the VRR Certificate Prepayment Premiums and Yield Maintenance Charges.


 


(iii)          No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R or Class Z Certificates.


 


(iv)        
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e) shall
first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular
Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)           
On each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Non-VRR Certificate Gain-on-Sale
Reserve Account (other than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Non-VRR Certificate Gain-on-Sale
Remittance Amount for such Distribution Date and deposit such amounts in the Distribution Account for distribution pursuant to
Section 4.01(a) to the Holders of the Regular Certificates (other than the Vertical Risk Retention Certificates) (in order
of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests)
and (ii) withdraw amounts from the VRR Certificate Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced
Mortgage Loan) equal to the VRR Certificate Gain-on-Sale Remittance Amount for such Distribution Date and deposit such amounts
in the Class VRR Distribution Account for distribution pursuant to Section 4.01(b) to the Holders of the Vertical Risk
Retention Certificates and Class VRR Trust Components (first deeming such amounts to be distributed with respect to the Related
Lower-Tier Regular Interests). Amounts paid in reimbursement of Realized Losses pursuant to Sections 4.01(a) and 4.01(b)
shall not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining
in the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account after such distributions
shall be applied to offset future Non-VRR Certificate Realized Losses and VRR Certificate Realized Losses, respectively, allocable
to the Principal Balance Certificates (other than the Risk Retention Certificates) and the Class VRR Trust Components (and therefore
to the Exchangeable Certificates and the Class VRR Certificates), respectively. Upon termination of the Trust, any amounts remaining
in the Non-VRR Certificate Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account shall be distributed
to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 






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(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all distributions with respect to each Class on each
Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related
Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at
a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such
Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner,
but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (in each case, determined without regard to any possible future reimbursement of any
amount of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the
Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)          
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but (with respect to the Certificates) only upon presentation and surrender of such Certificates at the offices
of the Certificate Registrar or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or


 






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accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a
result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
this Section 4.01(h).


 


(i)          
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates or Trust Components shall be
made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the
Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution
Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates
which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof
and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any
such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount
of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact
such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed from the Excess Interest Distribution Account (i) to the Holders of the Class Z Certificates in
an amount equal to 95% of such Excess Interest and (ii) to the Class VRR-G Trust Component (and thus to the Class VRR-G and
Class VRR Certificates) in an amount equal to 5% such Excess Interest. Excess Interest will not be available to pay any other
amounts except for distributions on Class Z Certificates and the Class VRR-G Trust Component set forth in the prior sentence.


 


(k)          
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 






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(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)     
    to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date in accordance with Section 3.05(g)(v).


 


Section 4.02         
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date
(each, a “Distribution Date Statement”) which shall include:


 


(i)          
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 






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(iii)        
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property
Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)        
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)     
    the aggregate amount of unscheduled payments received;


 


(vi)        
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)       
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent
60 days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure
but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most
recent Appraisal or valuation;


 


(ix)         
the Aggregate Available Funds, Non-VRR Certificate Available Funds and VRR Certificate Available Funds for such Distribution Date;


 


(x)          
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Prepayment
Premiums and Yield Maintenance Charges and (B) in the case of the Class Z, Class VRR-G and Class VRR Certificates, Excess
Interest;


 


(xii)         the Pass-Through Rate or VRR Interest Rate for such Class of Certificates for such Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans;


 






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(xiv)      
 the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates (other than the Exchangeable Certificates and Class VRR Certificates) and the Class VRR
Trust Components (and therefore to the Exchangeable Certificates and Class VRR Certificates) to date;


 


(xv)        the Certificate Factor for each Class of Certificates (other than the Class R and Class Z Certificates) immediately
following such Distribution Date;


 


(xvi)      
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and
the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the current Controlling Class;


 


(xviii)     
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)     
  a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of
Principal Prepayment occurring;


 


(xx)         a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)       
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)     
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)     
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)      
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution


 






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Date,
as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A) the loan number thereof,
(B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation Event (separately
identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss
allocated to the Principal Balance Certificates (other than the Exchangeable Certificates and Class VRR Certificates) and the
Class VRR Trust Components (and therefore to the Exchangeable Certificates and Class VRR Certificates) in connection with such
Liquidation Event;


 


(xxvi)     
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Exchangeable Certificates and Class
VRR Certificates) and the Class VRR Trust Components (and therefore to the Exchangeable Certificates and Class VRR Certificates)
in respect of the related REO Loan in connection with that determination;


 


(xxvii)    
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of
Mortgage Loans;


 


(xxviii)   
[Reserved];


 


(xxix)      the then-current credit support levels for each Class of Certificates;


 


(xxx)       the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)   
[Reserved].


 






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(xxxv)    
a statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any
affiliates thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation
of such identity with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name,
the identity pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate; and


 


(xxxvi)   
the amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii)
and (xxxvi) above, (A) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each
applicable Class and per Definitive Certificate and (B) the Holders of the Class VRR Certificates shall receive such information
with respect to such clauses allocable to the Exchangeable Certificates exchanged therefor.


 


With
respect to the information identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on
the statement set forth in Exhibit P-1G.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website or its filing of such information
pursuant to this Agreement, including, but not limited to, filing of such information via EDGAR.


 


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)
and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during
which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary
or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable the Certificateholders to
prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have
been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator
pursuant to any requirements of the Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after
receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)          
[Reserved].


 


(c)          
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports
or other


 






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information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies, any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements
to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure that only such parties listed
above may access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance
of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information
in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information
delivered, produced, or made available pursuant to Section 3.13 and 4.02(b), other than information produced
by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled
to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely
thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the
Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(d) shall not constitute a breach of this Section 4.02(b)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure,
in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 






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(d)           Upon the written request of a Certificateholder, any beneficial owner of a Certificate or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)           The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
(or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting
Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder
is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class
Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder
is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special
Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to
the related Excluded Special Servicer Loan(s).


 






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Section 4.03         
P&I Advances. (a) On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans
to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced
by the Master Servicer by deposit in the Collection Account on or before the next succeeding Master Servicer Remittance Date (to
the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect
of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior
to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time,
on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon,
New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator
shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance
Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property
Royalty License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the
Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


To
the extent required under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan
with a related Serviced Companion Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the
Other Trustee of the amount of the P&I Advance it made with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


 


(b)           Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments
(net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage
Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and delinquent as of the close of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced
by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of
its Balloon Payment as of the Master


 






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Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related
to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled
Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion
of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received
in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to
be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)           Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master Servicer,
Special Servicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan,
would be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee
written notice of such determination within the time period required by the related Intercreditor Agreement. With respect to
each Non-Serviced Mortgage Loan, the Master Servicer will be required to make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance
on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed P&I Advance would, if made,
constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made
by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as
the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan (and if the
Special Servicer or the Trustee elects to make and makes such a determination, then it shall make such determination
independently of any such determination by such other Person). If the Master Servicer, the Special Servicer or the Trustee
determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I
Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer, Special Servicer or Trustee, as applicable, shall provide the applicable
Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within two
(2) Business Days of the date of such determination. If the Master Servicer receives written notice from the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined in
accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance
under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee
may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to
the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master
Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the
related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that
any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the
related Non-Serviced Special Servicer, as the case


 






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may be, or otherwise. For the avoidance
of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided
in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)           In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance
(i) made with respect to a Mortgage Loan until after the related Due Date has passed or (ii) if the related Periodic
Payment is received after the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)           Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments or any P&I Advance
with respect to any Companion Loan or with respect to any cure payment payable by any Serviced AB Whole Loan Controlling Holder
and (ii) if an Appraisal Reduction Amount has been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced
Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced PSA and the Master Servicer
has notice of such Appraisal Reduction Amount) then in the event of subsequent delinquencies thereon, the interest portion of
the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount
of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced
Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator
of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes
of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed
Scheduled Payment for the related Distribution Date.


 


(f)            In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04         
Allocation of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on
such date pursuant to Section 4.01, the


 






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Certificate Administrator shall calculate the Non-VRR Certificate Realized
Loss and the VRR Certificate Realized Loss (each, a “Realized Loss”). Any allocation of Realized Losses to
a Class of Regular Certificates or Trust Components shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Realized Losses so allocated to a Class of Regular Certificates or Trust Components shall be allocated among the
respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized
Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated
Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction
in the Certificate Balance of the Class of Certificates or Trust Components in respect of which any such reimbursement is made.
With respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates and Class VRR Certificates)
and the Class VRR Trust Components (and therefore to the Exchangeable Certificates and Class VRR Certificates), to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the related Mortgage
Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
other than the Exchangeable Certificates and Class VRR Certificates) and the Class VRR Trust Components (and therefore to the
Exchangeable Certificates and Class VRR Certificates) that previously were allocated Realized Losses, in sequential order, in
each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Certificates or Trust Components.


 


(b)           On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Vertical Risk Retention
Certificates) will be reduced without distribution, as a write-off to the extent of any Non-VRR Certificate Realized Losses, if
any, allocable to such Certificates with respect to such Distribution Date. Any such write off shall be allocated first,
to the Class G-RR Certificates, second, to the Class F-RR Certificates, third, to the Class E-RR Certificates, fourth,
to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates,
seventh, to the Class A-S Certificates and then, pro rata (based on their respective Certificate Balances),
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate
Balances of such Classes of Certificates have been reduced to zero.


 


On
each Distribution Date, the Certificate Balance of the Class VRR Trust Components (and therefore of the Exchangeable Certificates
and Class VRR Certificates) will be reduced without distribution, as a write-off to the extent of any VRR Certificate Realized
Losses, if any, allocable to such Vertical Risk Retention Certificates with respect to such Distribution Date. Any such write
off shall be allocated, pro rata, to (1) the Class VRR Certificates and (2) the Exchangeable Certificates (in the following
order: first, to the Class VRR-G Certificates, second, to the Class VRR-F Certificates, third, to the Class
VRR0E Certificates, fourth, to the Class VRR-D Certificates, fifth, to the Class C Certificates, sixth,
to the Class VRR-B Certificates, seventh, to the Class VRR-AS Certificates and then, pro rata (based
on their respective Certificate Balances), to the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5 and Class
VRR-ASB Certificates) until the remaining Certificate Balance of such Classes of Certificates have been reduced to zero.


 






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(c)           With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than
the Exchangeable Certificates and Class VRR Certificates) and the Class VRR Trust Components (and therefore to the Exchangeable
Certificates and Class VRR Certificates) pursuant to Section 4.04(a) or Section 4.04(b) with respect to
such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto
as a write-off.


 


(d)           With respect to each Class of Exchangeable Certificates and the Class VRR Certificates, for purposes of determining allocations
and distributions under Section 4.01(a) and Section 4.01(b) of this Agreement as between the Exchangeable
Certificates and the Class VRR Certificates and this Section 4.04, all allocations of Realized Losses to each Class
of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange of such Exchangeable
Certificates for Class VRR Certificates; provided, however, that all amounts of Realized Losses that would otherwise be allocable
to Exchangeable Certificates that have been exchanged for Class VRR Certificates shall be allocated to such Class of Certificates,
without duplication.


 


Section 4.05         
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the
related Classes for purposes of removal of the Special Servicer or the Operating Advisor, the Non-VRR Percentage of any Appraisal
Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated
to each Class of Non-VRR Certificates (other than the Senior Certificates) in reverse sequential order to notionally reduce the
related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class
G-RR Certificates, second, to the Class F-RR Certificates, third, to the Class E-RR Certificates, fourth,
to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates,
and finally, to the Class A-S Certificates).


 


For
purposes of determining the Voting Rights of the Vertical Risk Retention Certificates for purposes of removal of the Special Servicer
or the Operating Advisor, the VRR Percentage of any Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the
extent allocated to the related Mortgage Loan) will be allocated to the Class VRR Trust Components and thus to the Vertical Risk
Retention Certificates as follows: pro rata, to (1) the Class VRR Certificates and (2) the Exchangeable Certificates in
reverse sequential order (i.e., first, to the Class VRR-G Certificates, second, to the Class VRR-F Certificates,
third, to the Class VRR0E Certificates, fourth, to the Class VRR-D Certificates, fifth, to the Class C
Certificates, sixth, to the Class VRR-B Certificates, seventh, to the Class VRR-AS Certificates and then,
pro rata (based on their respective Certificate Balances), to the Class VRR-A1, Class VRR-A2, Class VRR-A3, Class
VRR-A4, Class VRR-A5 and Class VRR-ASB Certificates), to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class is reduce to zero.


 


As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the
Master Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent Appraisal obtained by the Special Servicer with respect to such


 






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Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the
related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect
to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate whether
a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date
following receipt by the Master Servicer of the appraisal and any other information set forth in the immediately preceding clause (i)
that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect
to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining
knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified
Loan, such party shall promptly notify the Master Servicer thereof. The Special Servicer shall provide (via electronic delivery)
the Master Servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or
recalculate any Collateral Deficiency Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced
Companion Loan using reasonable efforts to deliver such information within five (5) Business Days of the Master Servicer’s
reasonable request. None of the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall calculate
or verify any Collateral Deficiency Amount. Upon reasonable prior written request, the Special Servicer shall use reasonable efforts
to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency
Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful in obtaining such information
from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing or an
Operating Advisor Consultation Event has occurred and is continuing, the Non-VRR Percentage of Collateral Deficiency Amounts
allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order
to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible
Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the
occurrence of a Control Termination Event or Operating Advisor Consultation Event, any Class of Control Eligible Certificates
shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which
shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a). 


 


The
Master Servicer shall promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction
Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with
Section 3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect
to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery
of such information included in the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction
Amount


 






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Template included in the CREFC® Investor Reporting Package, or such report mutually agreed upon between
Master Servicer and Certificate Administrator, which shall be delivered simultaneously with the CREFC® Loan Periodic
Update File in accordance with Section 3.12(d)). Based on information in its possession, the Certificate Administrator
shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide
notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of the
related Classes for purposes of removing the Special Servicer or (ii) the Controlling Class, the appraised value of the related
Mortgaged Property will be determined on an “as-is” basis.


 


(b)           (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any
time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their
sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole
Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). The Special Servicer shall use its reasonable efforts to cause such second Appraisal
to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’ written request and (B) prepared
on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser
that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional
Appraisal).


 


(ii)           Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in
accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of
the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted shall direct the Master Servicer
to, and the Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the
extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders
of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that
no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Master Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal
and receipt of any information requested by the Master Servicer pursuant to this section, the “Appraisal Review Period”).
The rights of the


 






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Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Control Eligible
Certificates, if any.


 


(iii)          In addition, the Requesting Holders of any Appraised-Out Class will have the right, at their sole expense, to require the Special
Servicer to order an additional Appraisal of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which an Appraisal
Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount if an event has occurred at, or with regard
to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its Appraised Value, and the Special
Servicer is required to use reasonable efforts to obtain an Appraisal within 60 days from receipt of the Requesting Holders’
written request; provided that the Special Servicer will not be required to obtain such Appraisal if it determines in accordance
with the Servicing Standard that no events at, or with regard to, the related Mortgaged Property or Mortgaged Properties have
occurred that would have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties. The
right of the Holders of an Appraised-Out Class to require the Special Servicer to order an additional Appraisal as described herein
will be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan


 


(c)           With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole
Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the
Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable
Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such
Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b)
above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance
with Section 4.05(b) above) and receipt of information reasonably requested by the Master Servicer from the Special
Servicer necessary to calculate the Appraisal Reduction Amount or Collateral Deficiency Amount, the Master Servicer shall determine
or redetermine, as applicable, and report to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall
be delivered in the CREFC® Appraisal Reduction Amount Template format; provided, however, that the
Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the
Special Servicer to provide sufficient information to the Master Servicer to


 






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comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the
Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan
has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer
if the related Mortgage Loan is a Specially Serviced Loan). If the Master Servicer is required to redetermine the Appraisal Reduction
Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace
the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect
to any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation
or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject
of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in
accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month
period immediately prior to the occurrence of the Appraisal Reduction Event. Instead, the Master Servicer may use the prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer has not notified the
Master Servicer of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation. The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with information
in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount,
using reasonable efforts to deliver such information, within five (5) Business Days following the Master Servicer’s
reasonable request therefor.


 


(d)           Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan,
previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)           Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect
of a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified


 






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in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata,
between the related AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective
Stated Principal Balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in
accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion
Loan, based upon their respective Stated Principal Balances.


 


Section 4.06         
Grantor Trust Reporting.


 


(a)           The parties intend that the portion of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of
the Grantor Trust shall be conducted so as to qualify such portion as, a trust the beneficiaries of which are treated as the owners
under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment
of the Holders of the Exchangeable Certificates, Class VRR Certificates or Class Z Certificates in the Grantor Trust so as
to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for
execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns
in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal
Revenue Service Form 1041 on Form 1099) or such other form as may be applicable with the Internal Revenue Service with
copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Exchangeable
Certificates, Class VRR Certificates or Class Z Certificates, their allocable share of income and expense with respect to
the Excess Interest, the Class VRR Distribution Account and the Excess Interest Distribution Account, in the time or times and
in the manner required by the Code.


 


(b)           The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)           The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for
providing


 






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subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class Z Certificate, Exchangeable Certificate or Class VRR Certificate, by acceptance of its interest in
such class of Certificates, will be deemed to have agreed to provide the Certificate Administrator with information regarding
any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding
any sale of a Class Z Certificate, Exchangeable Certificate or Class VRR Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)           To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section 4.07         
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial
owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to
the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports
being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or
the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master
Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry
relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer,
as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer
to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply
of the Master Servicer, Special Servicer or the Operating


 






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Advisor, as applicable, shall be delivered to the Certificate Administrator
by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer or any
delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time
following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special
Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no
party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response
to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered
shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the
Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing
Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable,
no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not


 






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submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)           The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder, a Certificate Owner and a Privileged Person and
(b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor
Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from
the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)            The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be
posted on a separate website


 






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or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering
any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan
documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination.
The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to
the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by
any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be
attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable
only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor,
or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document
Request Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted
via the 17g-5 Information Provider’s Website.


 


Section 4.08         
Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 






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(b)            The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)            Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct
the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room;
provided that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File
from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator
shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator
be obligated to reproduce or retrieve such deleted files.


 


[End
of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01         
The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits
A-1 through and including A-24, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be


 






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determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates
will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A Certificates and Class X-B Certificates)
will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral
multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class R and Class Z
Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and
in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,
of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in
a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the
excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class Z Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R or Class Z Certificates and in integral
multiples of 1% in excess thereof.


 


(b)           One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02         
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or an initial Retaining Party or by the Initial Purchasers to KKR Real Estate
Credit Opportunity Partners Aggregator I L.P.) is to be made in reliance upon an exemption from the Securities Act, and under
the applicable state securities laws, then either:


 


(a)           Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After


 






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the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a
Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)           Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificate during the applicable Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an
agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(c)           Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (together with the Risk Retention Certificates (during the applicable
Transfer Restriction Period) and the Class R and Class Z 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. For the avoidance of doubt, the Class R
and Class Z Certificates shall only be in the form of Definitive Certificates, and the Risk


 






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Retention Certificates shall be issued
in the form of Definitive Certificates at all times during the applicable Transfer Restriction Period.


 


(d)           Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon
surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive
Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class
of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on
the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein,
all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


(e)           During the applicable Transfer Restriction Period, each of the Risk Retention Certificates shall only be held as Definitive Certificates
in the Retained Interest Safekeeping Account by the Certificate Administrator (and each related Retaining Party’s respective
interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained
Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold
such Risk Retention Certificates in safekeeping and shall release the same only upon receipt of written instructions from the
related Holder and the Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “Retained Interest Safekeeping Account” and into which the Risk Retention
Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof,
the Certificate Administrator may establish


 






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any number of subaccounts to the Retained Interest Safekeeping Account for each Retaining
Party. The Risk Retention Certificates shall be delivered to the Certificate Administrator in physical form as set forth herein.
No amounts distributable to the Risk Retention Certificates shall be remitted to the Retained Interest Safekeeping Account, but
shall be remitted directly to each related Retaining Party in accordance with written instructions provided separately by each
Retaining Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping the Risk Retention Certificates
shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of
the related Retaining Parties. During the applicable Transfer Restriction Periods and for such longer time as the related Retaining
Parties may request, the Certificate Administrator shall hold the Risk Retention Certificates in definitive, fully registered
form without interest coupons at the below location (or any other location, provided the Certificate Administrator has given notice
to each of the related Retaining Parties of such new location):


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and
the related Retaining Party substantially in the form of Exhibit TT to this Agreement evidencing its receipt of the Risk
Retention Certificates.


 


The
Certificate Administrator shall make available to each Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i),
and, if applicable, Section 5.03(n).


 


For
the sake of clarity, after the applicable Transfer Restriction period, the Risk Retention Certificates may be transferred at the
direction of the Holder thereof in the same manner prescribe herein for other Certificates, subject to Section 5.03(i).


 


Section 5.03         
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be
kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, holding the Risk Retention Certificates as Definitive Certificates
on behalf of each Holder of such Risk Retention Certificates and (iii) transmitting to the Depositor, the Master Servicer
and the Special Servicer any notices from the Certificateholders. No fee or service


 






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charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates)
referred to in this Section 5.03.


 


(b)           Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07 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 Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in
the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of
the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)           Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the


 






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rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07 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 Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation
S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an
interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case
such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may
reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)           Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the
same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 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 Book-Entry Certificate equal to the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase,
(2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant
account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary
Regulation S Book-Entry Certificate for an interest in the


 






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Rule 144A Book-Entry Certificate (i) during the Restricted
Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person
acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the
Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee
to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”)
and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account
of the Person making such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate that is being transferred.


 


(f)            Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation
S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be,
a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests
in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance
represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation
S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under
this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 






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(g)           Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a
Class R Certificate or (b) a Risk Retention Certificate during the applicable Transfer Restriction Period) wishes at
any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form
of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 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 Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of
Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)           Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), and subject to the issuance and transfer of the Risk Retention Certificates during the applicable
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a
transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            Transfers of Risk Retention Certificates. At all times, if a Transfer of any Risk Retention Certificate is to be made,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached
hereto as Exhibit D-3 or Exhibit D-5, as applicable, which such certification must be countersigned by the Retaining
Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached
hereto as Exhibit D-4 or Exhibit D-6, as applicable,


 






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which such certification must be countersigned by the Retaining
Sponsor. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e)
and Section 5.03(a), reflect such Risk Retention Certificate in the name of the prospective Transferee. For the avoidance
of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry Certificate during the applicable Transfer Restriction
Period. After the applicable Transfer Restriction Period, each of the Risk Retention Certificates may be transferred subject to
the restrictions on transfer set forth in this Article V. Any transfer of an interest in the Risk Retention Certificates
that is not in compliance with this Section 5.03 shall be null and void ab initio to the extent permitted
under applicable law.


 


(j)            Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)           Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and
deliver Certificates that do not bear such legend.


 


(m)          All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or with respect to the Risk Retention Certificates, the related Retaining Parties) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the
effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32)
of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d)
of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or


 






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the Code (each, a “Plan”) or (B) a person acting
on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances whereby
the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan
subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may
be held only by a person not described in clauses (A) or (B) above, is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning
of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the
Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any
such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register
the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator
have received either the representation letter described in clause (i) above or the Opinion of Counsel described in
clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge
or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)           No Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that
is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class Z Certificate.
Each prospective transferee of a Class R or Class Z Certificate shall deliver to the transferor and the Certificate
Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee
is not a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class Z Certificate
shall be deemed to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted
or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest
no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 






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Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect,
and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of
the Residual Ownership Interest as soon and as fully as possible.


 


(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by
the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to
be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(o) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed transferor has no 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 therein are false.


 






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(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 sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)           The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)           Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall
be deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(r)            Each beneficial owner of any Certificates (other than the Class R and Class Z Certificates) or any interest therein
that is a Plan, subject to Section 406 of ERISA or Section 4975 of the Code (an “ERISA Plan”), including
any fiduciary purchasing any such Certificates on behalf of an ERISA Plan (each, a “Plan Fiduciary”), will
be deemed to have represented and warranted by its acquisition of such Certificates that:


 


(i)            none of the Depositor, the Trustee, the Certificate Administrator, any Underwriter, the Initial Purchaser, the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Operating Advisor, the Asset
Representations Reviewer, or any of their respective Affiliates (the “Transaction Parties”), has provided or
will provide advice with respect to the acquisition of Offered


 






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Certificates by the ERISA Plan, other than to the Plan Fiduciary
which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202
of 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 as an 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 during the Plan’s holding of such 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 the individual retirement account that is acquiring such Certificates or (ii) a
participant or beneficiary of the ERISA Plan acquiring such 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 by the ERISA Plan of the Certificates;


 


(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 acquire such Certificates or to negotiate
the terms of the ERISA Plan’s investment in such Certificates;


 


(v)           none of the Transaction Parties receives a fee or other compensation from the ERISA Plan or the Plan Fiduciary for the provision
of investment advice in connection with the decision to acquire such Certificates; and


 


(vi)          the Plan Fiduciary has been informed by the Transaction Parties: (a) (1) that none of the Transaction Parties is undertaking
to provide impartial investment advice or to give advice in a fiduciary capacity, and (2) that no such entity has given investment
advice or otherwise made a recommendation, in connection with the ERISA Plan’s acquisition of the Certificates (other than
advice, if any, given by a Transaction Party to an independent Plan Fiduciary that meets the requirements of clause (i)
above; and (b) of the existence and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition
of such Certificates.


 


The
above representations in this Section 5.03(r) are intended to comply with the DOL’s Reg. Sections 29 C.F.R.
2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed
or no longer effective, these representations shall be deemed to be no longer in effect.


 






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Section 5.04         
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance
of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient
to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05         
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the 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 the Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06         
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) 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 (i) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business
Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense)
access during normal business hours to a current list of the Certificateholders related to the Class of Certificates held by such
Certificateholder. 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 or the identity
of the Directing Certificateholder hereunder, regardless of the source from which information was derived. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to
a list of the names and addresses of Certificateholders from time to time upon request therefor.


 






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(b)           (i) The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder, Certificate Owner to communicate with other Certificateholders or Certificate Owners related to
the Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or the Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)           In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 


Section 5.07         
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at 600 South 4th Street, 7th Floor MAC N9300-070,, Minneapolis, Minnesota 55479 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08         
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association, is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)           The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors


 






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or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)           The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)           The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall
not relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


 


Section 5.09         
Exchanges of Exchangeable Certificates and Class VRR Certificates.


 


(a)           (i) The Class VRR-A1, Class VRR-A2, Class VRR-A3, Class VRR-A4, Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class
VRR-C, Class VRR-D, Class VRR-E, Class VRR-F and Class VRR-G Certificates are collectively referred to herein as the “Exchangeable
Certificates”.


 


(ii)
On the Closing Date, the Upper-Tier REMIC shall issue the Class VRR-A1 Trust Component, Class VRR-A2 Trust Component, Class VRR-A3
Trust Component, Class VRR-A4 Trust Component, Class VRR-A5 Trust Component, Class VRR-ASB Trust Component, Class VRR-AS Trust
Component, Class VRR-B Trust Component, Class VRR-C Trust Component, Class VRR-D Trust Component, Class VRR-E Trust Component,
Class VRR-F Trust Component and Class VRR-G Trust Component (each a “Trust Component”), which shall have outstanding
Certificate Balances on the Closing Date as set forth in the table below.


 


The
Trust Components


 


	Trust
    Component	Certificate Balance
	Class
    VRR-A1 Trust Component	$	 781,898.20
	Class
    VRR-A2 Trust Component	$	 1,527,100.31
	Class
    VRR-A3 Trust Component	$	 1,716,065.40





	Class
    VRR-A4 Trust Component	$	 7,774,596.14





 






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	Class
    VRR-A5 Trust Component	$	 8,133,160.51
	Class
    VRR-ASB Trust Component	$	 1,340,170.75
	Class
    VRR-AS Trust Component	$	 2,963,025.81
	Class
    VRR-B Trust Component	$	 1,557,491.91
	Class
    VRR-C Trust Component	$
	 1,291,572.45
	Class
    VRR-D Trust Component	$	 1,329,569.03
	Class
    VRR-E Trust Component	$	 607,803.79
	Class
    VRR-F Trust Component	$	 341,884.33
	Class
    VRR-G Trust Component	$	 1,025,661.36


 


(iii)
Exchangeable Certificates shall at all times represent undivided beneficial ownership interests, held through the Grantor Trust,
in a portion of a Trust Component, as set forth in the table below. With respect to the Class VRR Certificates, the portion of
each underlying Trust Component represented by such Class of Certificates is the designated “Exchangeable Component”
set forth in the table below, each of which corresponds to the underlying Trust Component with the same alphanumeric designation.


 


Components
Corresponding to Exchangeable Certificates

and Class VRR Certificates


 


	Class
    of

    Certificates	Underlying
    Trust 

Components	Exchangeable

    Components
	Class
    VRR-A1	Class
    VRR-A1	N/A
	Class
    VRR-A2	Class
    VRR-A2	N/A
	Class
    VRR-A3	Class
    VRR-A3	N/A
	Class
    VRR-A4	Class
    VRR-A4	N/A
	Class
    VRR-A5	Class
    VRR-A5	N/A
	Class
    VRR-ASB	Class
    VRR-ASB	N/A
	Class
    VRR-AS	Class
    VRR-AS	N/A
	Class
    VRR-B	Class
    VRR-B	N/A
	Class
    VRR-C	Class
    VRR-C	N/A
	Class
    VRR-D	Class
    VRR-D	N/A
	Class
    VRR-E	Class
    VRR-E	N/A
	Class
    VRR-F	Class
    VRR-F	N/A
	Class
    VRR-G	Class
    VRR-G	N/A
	Class
    VRR	Class
VRR-A1	Class
VRR Component VRR-A1


 






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		Class
VRR-A2

Class VRR-A3

Class VRR-A4

Class VRR-A5

Class VRR-ASB

Class VRR-AS

Class VRR-B

Class VRR-C

Class VRR-D

Class VRR-E

Class VRR-F

Class VRR-G 



	Class
    VRR Component VRR-A2

    Class VRR Component VRR-A3

    Class VRR Component VRR-A4

    Class VRR Component VRR-A5

    Class VRR Component VRR-ASB

    Class VRR Component VRR-AS

    Class VRR Component VRR-B

    Class VRR Component VRR-C

    Class VRR Component VRR-D

    Class VRR Component VRR-E

    Class VRR Component VRR-F

    Class VRR Component VRR-G


 


(iv)
The Class VRR Certificates may be exchanged on the books of the Certificate Administrator or, if applicable, the Depository, for
the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below, and vice versa.
The percentage set forth next to each Class of Exchangeable Certificates in the table below represents the percentage of the aggregate
Certificate Balance of all Exchangeable Certificates involved in an exchange that is represented by the Certificate Balance of
such Class of Exchangeable Certificates that is required to be surrendered to receive the corresponding Class VRR Certificates
(or that will be received if Class VRR Certificates are surrendered) (each an “Exchange Proportion”).


 


	Class
    of Certificates	Corresponding
    Classes of Exchangeable Certificates	Exchange
    Proportion
	Class
    VRR	Class
    VRR-A1

    Class VRR-A2

    Class VRR-A3

    Class VRR-A4

    Class VRR-A5

    Class VRR-ASB

    Class VRR-AS

    Class VRR-B

    Class VRR-C

    Class VRR-D

    Class VRR-E

    Class VRR-F

    Class VRR-G	2.5728799000761%

    5.0250092447667%

    5.6468094852884%

    25.5827447850793%

    26.7626209745672%

    4.4099070319706%

    9.7500026643266%

    5.1250145198357%

    4.2499916200231%

    4.3750214709000%

    2.0000124732161%

    1.1249895734035%

    3.3749962565467%


 


(vi)
Following any exchange of any Class VRR Certificates for the corresponding Exchangeable Certificates, or any exchange of the specified
Exchange Proportion of the Exchangeable Certificates for the Class CRR Certificates, the Class VRR-A1, Class VRR-A2, Class VRR-A3,
Class VRR-A4, Class VRR-A5, Class VRR-ASB, Class VRR-AS, Class VRR-B, Class VRR-C, Class VRR-D, Class VRR-E, Class VRR-F, Class
VRR-G and Class VRR Percentage Interests and the Class VRR-A1-Exchange Percentage Interest, Class VRR-A2-


 






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Exchange Percentage Interest,
Class VRR-A3-Exchange Percentage Interest, Class VRR-A4-Exchange Percentage Interest, Class VRR-A5-Exchange Percentage Interest,
Class VRR-ASB-Exchange Percentage Interest, Class VRR-AS-Exchange Percentage Interest, Class VRR-B-Exchange Percentage Interest,
Class VRR-C-Exchange Percentage Interest, Class VRR-D-Exchange Percentage Interest, Class VRR-E-Exchange Percentage Interest,
Class VRR-F-Exchange Percentage Interest, Class VRR-G-Exchange Percentage Interest and Class VRR-Exchange Percentage Interest
shall be increased or decreased accordingly.


 


(vii)
There is no limit on the number of exchanges authorized under this Section 5.09(a); provided that exchanges
of a particular Class of Certificates shall no longer be permitted following the date when the then current principal balance
of the most senior corresponding Trust Component is reduced to zero as a result of the payment in full of all interest and principal
on that Trust Component or the then current principal balance of the most subordinate corresponding Trust Component is reduced
to zero as a result of the application of Realized Losses to that Trust Component. In all cases, however, an exchange may not
occur if the face amount of the Certificates to be received in the exchange would not represent a minimum authorized denomination
for the relevant Class as described under Section 5.01. In addition, the Depositor shall have the right to make or cause
exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


(viii)
The various amounts distributable on the Class VRR Certificates on each Distribution Date in respect of VRR Certificate Interest
Distribution Amounts, VRR Certificate Principal Distribution Amounts, reimbursements of VRR Certificate Realized Losses, Excess
Interest and yield maintenance charges allocated to any of the respective Class VRR-A1-Exchange Percentage Interest, Class VRR-A2-Exchange
Percentage Interest, Class VRR-A3-Exchange Percentage Interest, Class VRR-A4-Exchange Percentage Interest, Class VRR-A5-Exchange
Percentage Interest, Class VRR-ASB-Exchange Percentage Interest, Class VRR-AS-Exchange Percentage Interest, Class VRR-B-Exchange
Percentage Interest, Class VRR-C-Exchange Percentage Interest, Class VRR-D-Exchange Percentage Interest, Class VRR-E-Exchange
Percentage Interest, Class VRR-F-Exchange Percentage Interest or Class VRR-G-Exchange Percentage Interest in the Trust Components
represented by such Class VRR Certificates shall be so distributed in a single, aggregate distribution to the Holders of such
Class VRR Certificates on such Distribution Date. Any Realized Losses and other shortfalls, including as a result of Appraisal
Reduction Events, allocated to the Class VRR-A1-Exchange Percentage Interest, Class VRR-A2-Exchange Percentage Interest, Class
VRR-A3-Exchange Percentage Interest, Class VRR-A4-Exchange Percentage Interest, Class VRR-A5-Exchange Percentage Interest, Class
VRR-ASB-Exchange Percentage Interest, Class VRR-AS-Exchange Percentage Interest, Class VRR-B-Exchange Percentage Interest, Class
VRR-C-Exchange Percentage Interest, Class VRR-D-Exchange Percentage Interest, Class VRR-E-Exchange Percentage Interest, Class
VRR-F-Exchange Percentage Interest, Class VRR-G-Exchange Percentage Interest or Class VRR-Exchange Percentage Interest in the
Trust Components represented by the Class VRR Certificates shall be borne by such Class VRR Certificates and any recoveries of
such amounts shall be paid to such Class VRR Certificates.


 


(b)           Exchangeable Certificates shall be exchangeable on the books of the Certificate Administrator or, if applicable, the Depository
for Class VRR Certificates, and Class


 






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VRR Certificates shall be exchangeable on the books of the Certificate Administrator or,
if applicable, the Depository for the related Exchangeable Certificates, after the Closing Date (other than any exchanges on the
Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or
Class VRR Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com
no later than three (3) Business Days before the proposed date for the exchange (the “Exchange Date”).
The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction
of the Certificate Administrator.


 


(c)           With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead substantially in the form of Exhibit LL attached hereto, which notice must carry a medallion stamp guarantee
and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class VRR Certificates
to be exchanged and converted and the Exchangeable Certificate or the Class VRR Certificates to be received, (ii) the outstanding
principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class VRR Certificates to be exchanged
and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed
Exchange Date. The Certificateholder shall utilize the “deposit and withdrawal system” at the Depository to affect
the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before
the Exchange Date.


 


(d)           In connection with each exchange, the Certificateholder may be required to pay certain administrative fees charged by DTC and
such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected.
For the avoidance of doubt, no fee or service charge shall be required with respect to any exchange of Exchangeable Certificates
or Class VRR Certificates, other than such administrative fees charged by the Depository. The first distribution on an Exchangeable
Certificate or Class VRR Certificates shall be made in the month following the month of exchange to the Certificateholder of record
as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any
obligation to ensure the availability of the applicable Certificates to accomplish any exchange.


 


Section 5.10         
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)            Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In


 






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addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)           Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)           If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 






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[End
of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01         
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, and to each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement


 






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will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by
the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)           To the actual knowledge of the Master Servicer, the Master Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)           The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other


 






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material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)          No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 






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(c)           The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 






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(vii)         No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)           The Operating Advisor is an Eligible Operating Advisor.


 


(d)           The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 






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(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)         The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)            The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof
from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this
Section which materially and adversely affects the interests of any


 






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party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02         
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03          Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of the
jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a
foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its
respective duties under this Agreement.


 


(b)            The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special
Servicer or the Operating Advisor enters into a merger and the


 






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Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person
if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor,
as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger
Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such
Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


(i)             The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)            Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset


 






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Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or
surviving Person.


 


Section 6.04          Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the
partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of
negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any
partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and
held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal or
administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion
Loans, the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it
herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the
Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in
connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as
determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator shall be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and
regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Operating Advisor and the Asset


 






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Representations Reviewer conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such advice or Opinion of Counsel.


 


(b)           None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)           Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in
the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,


 






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reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case
may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master
Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense
of such claim is materially prejudiced thereby.


 


(d)           Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the
Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall
assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 






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(e)           The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)            The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 






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(g)           Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)           The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be,
shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)            The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced
Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their
respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced
Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-


 






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Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the applicable
Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan under
the related Non-Serviced PSA).


 


(j)            The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor.


 


(k)           For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party
to this Agreement is required to indemnify another party to this Agreement or the Trust 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 6.05         
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each
of them except (a) upon determination that such party’s duties hereunder are no longer permissible under applicable
law, or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and
the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. No such resignation
by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor
special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this
Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to
appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that,
such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one
of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special
servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all costs and expenses (including costs and


 






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expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in
no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06         
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise
the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master
Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07         
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it
were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08         
The Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan for which the related holder
of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event
has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with
respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), (2) the
Special Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan),
as to all Special Servicer Major Decisions for all Mortgage Loans that are not Specially Serviced Loans (other than any Excluded
Loan), (3) the Master Servicer with regard to Non-Specially Serviced Loans (other than any Excluded Loan) with respect to
Master Servicer Major Decisions and (4) the Master Servicer with regard to Specially Serviced Loans (other than any Excluded
Loan) as to the Major Decision under clause (i)(C) of the definition of Major Decision, and notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to, the second and third paragraphs of this Section 6.08,
for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific
Directing Certificateholder), the Master Servicer and the Special Servicer shall not be permitted to take (A) with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, any “major decision”
(as defined in the related Intercreditor Agreement) unless the consent of the related Serviced AB Whole Loan Controlling Holder
has been obtained by the Master Servicer or the Special Servicer, as applicable, or (B) any of the following actions (each,
a “Major Decision”) as to which the Directing Certificateholder has objected in writing within ten (10) Business
Days (or if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after


 






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the Directing
Certificateholder’s receipt of a written report by the Master Servicer or the Special Servicer, as applicable, describing
in reasonable detail (I) the background and circumstances requiring action of the Master Servicer or the Special Servicer, as
applicable, (II) a proposed course of action recommended and (III) all information reasonably requested by the Directing Certificateholder,
and in the Master Servicer’s or the Special Servicer’s, as applicable, possession in order to grant or withhold such
consent, which report may (in the sole discretion of the Special Servicer) take the form of an Asset Status Report (the “Major
Decision Reporting Package”) (provided that if such written objection has not been received by the Master Servicer
or the Special Servicer, as applicable within such five (5) Business Day or ten (10) Business Day period, then the Directing
Certificateholder will be deemed to have approved such action):


 


(i)            other than with respect to the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Mural
Lofts” prior to the occurrence and continuance of a related Control Appraisal Period:


 


(A)         (1) any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, (2) any extension of the Maturity Date of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or (3) any modification, waiver, consent or amendment
of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan in connection with a defeasance if such proposed
modification, waiver, consent or amendment is with respect to a (x) a waiver of a Mortgage Loan event of default (but excluding
non-monetary events of default other than defaults relating to transfers of interest in the Borrower or the existing collateral
or material modifications of the existing collateral), (y) a modification of the type of defeasance collateral required under
the Mortgage Loan Documents other than direct, non-callable obligations of the United States would be permitted or (z) a
modification that would permit a principal prepayment instead of defeasance if the applicable Mortgage Loan Documents do not otherwise
permit such principal prepayment;


 


(B)          any property management company changes for which the lender is required to consent or approve under the Loan Documents (with
respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal Balance greater
than $2,500,000 or franchise changes for which the lender is required to consent or approve under the Loan Documents;


 


(C)          any determination of an Acceptable Insurance Default;


 


(D)          any modification, consent to a modification or waiver of any material term of any Intercreditor or similar agreement related to
a Mortgage Loan, or any action to enforce rights with respect to the Mortgage Loan;


 






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(E)           any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection
with the termination of the Trust Fund) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is
permitted to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than
the applicable Purchase Price;


 


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


 


(G)           requests for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (ii) release of non-material parcels of a Mortgaged
Property (including, without limitation, any such releases (A) to which the related Mortgage Loan Documents expressly require
the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release
that are set forth in the related Mortgage Loan Documents do not include the approval of the lender or the exercise of lender
discretion (other than confirming the satisfaction of such conditions to the release set forth in the related Mortgage Loan Documents
that do not include any approval or exercise of lender discretion)) and such release is made as required by the related Mortgage
Loan Documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect
a non-material portion of the Mortgaged Property), or (iii) the release of collateral securing any Mortgage Loan in connection
with a defeasance of such collateral;


 


(H)           any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or direct or indirect interests in the Borrower (including any interests in any applicable mezzanine borrower) or consent
to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent
of the lender under the related loan agreement;


 


(I)             releases of any material amount from any escrow accounts, reserve accounts or letters of credit, in each case, held as performance
escrows (or reserves) or earn-out escrows (or reserves), including, without limitation, with respect to certain Mortgage Loans
identified on Schedule IX hereto, other than those required pursuant to the specific terms of the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which there is no lender discretion;


 


(J)             any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the related Borrower or
guarantor


 






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releasing such Borrower or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan and for which there is no lender discretion;


 


(K)            any exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole
Loan following a default or event of default of such Mortgage Loan or Serviced Whole Loan;


 


(L)             any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan as come into
and continue in default;


 


(M)           any consent to incurrence of additional debt by a Borrower or mezzanine debt by a direct or indirect parent of a Borrower, to
the extent that the mortgagee’s approval is required under the related Mortgage Loan Documents; and


 


(N)            consents involving leasing activities (to the extent lender approval is required under the related Mortgage Loan Documents) if
(1) such lease involves a ground lease or lease of an outparcel, (2) such lease affects an area equal to or greater
than the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area of the related Mortgaged Property, or
(c) such transaction is not a routine leasing matter for a customary lease of space for parking, office, retail, warehouse,
industrial and/or manufacturing purposes; and


 


(ii)            with respect to the Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Mural Lofts”
for so long as no related Control Appraisal Period is continuing, each Mural Lofts Major Decision;


 


provided
that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action,
with respect to the foregoing matters, or any other matter requiring consent of (i) the Directing Certificateholder with
respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of a Control Termination Event
in this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor) or (ii) with
respect to the Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder, prior to the occurrence and continuance
of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced
Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master
Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response or
the Serviced AB Whole Loan Controlling Holder’s response (or without waiting to consult with the Directing Certificateholder
or the Operating Advisor, as the case may be);


 






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provided that the Special Servicer or the Master Servicer, as the case may
be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such
action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor the Special Servicer
is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter requiring
consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the
Directing Certificateholder only, prior to the occurrence of a Consultation Termination Event, the Master Servicer or the Special
Servicer, as applicable, shall consult with the Directing Certificateholder in connection with any Major Decision not relating
to any Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior to
the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended by
the Directing Certificateholder, in respect thereof. In the event the Master Servicer or the Special Servicer, as applicable,
receives no response from the Directing Certificateholder within ten (10) Business Days (or if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days) following its written request for input on any required
consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Directing
Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder
to respond shall not relieve the Master Servicer or the Special Servicer, as applicable, from consulting with the Directing Certificateholder
on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan)
or Serviced Whole Loan. Prior to an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing)
the Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor promptly after the Special Servicer
receives the Directing Certificateholder’s approval or deemed approval to such Major Decision Reporting Package (each such
approved (or deemed approved) Major Decision Reporting Package, a “Final Major Decision Reporting Package”)
and, after the occurrence and during the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination
Event is continuing), the Special Servicer will be required to provide each Major Decision Reporting Package to the Operating
Advisor simultaneously with the Special Servicer’s written request for the Operating Advisor’s input regarding the
Major Decision; provided, however, that with respect to any Non-Specially Serviced Loan no Major Decision Reporting
Package shall be required to be delivered prior to the occurrence and continuance of an Operating Advisor Consultation Event.
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 a Servicing Officer with relevant knowledge regarding any Mortgage Loan
and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have
relating to, among other things, such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation
Event has occurred and is continuing, the Special Servicer shall also consult with the Operating Advisor (in person or remotely
via electronic, telephonic or other mutually agreeable communication) in connection with any proposed Major Decision processed
by the Special Servicer, and for which a Major Decision Reporting Package has been delivered to the Operating Advisor, provided
that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating
Advisor within 10 Business Days


 






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following the later of (i) its written request for input on any required consultation (which
request is required to include the related Major Decision Reporting Package) and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not
be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of
the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult
with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event
has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions that it is processing or for which its consent is required and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in this Section 6.08 for consulting with the Operating Advisor.


 


Notwithstanding
anything herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder
shall, pursuant to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction
to the Master Servicer or Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage Loan
as provided for in this Agreement until the Servicing Shift Securitization Date.


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a)
or this paragraph, may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan
or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions
(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without
limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or
expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer
or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act,
or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is
not in the best interests of the Certificateholders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
(or the Serviced AB Whole Loan Controlling Holder, as applicable) or any advice from the Directing Certificateholder (or the Serviced
AB Whole Loan Controlling Holder, as applicable), would cause the Special Servicer


 






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or Master Servicer, as applicable, to violate
the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder
(or the Serviced AB Whole Loan Controlling Holder, as applicable), the Trustee and the Rating Agencies of its determination, including
a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer
or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder (or the Serviced AB Whole
Loan Controlling Holder, as applicable) that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


In
addition, with respect to any matter for which the consent of the Directing Certificateholder is required or for which the Directing
Certificateholder has the right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for
deemed consent is expressly stated, in the event no response from the Directing Certificateholder is received within 10 Business
Days following written request for input and all reasonably requested information on any required consent or direction, the Directing
Certificateholder shall be deemed to have consented or approved on the specific matter; provided, however, that
the failure of the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage
Loan or Serviced Whole Loan or any other Mortgage Loan.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced
PSA over the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that such
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the
Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall
not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
such Non-Serviced


 






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Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee,
agent or principal thereof for having so acted.


 


(b)              
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence
and continuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder shall have no
right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and
during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this
Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder
(other than with respect to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or
refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event
(and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


Section 6.09         
The Risk Retention Consultation Party.


 


(a)            The Master Servicer and the Special Servicer, as applicable, shall consult, solely on a non-binding basis (and consider alternative
actions recommended by such party) with each Risk Retention Consultation Party with respect to any Major Decision with respect
to a Specially Serviced Loan in the same manner as set forth in Section 6.08 with respect to the consultation rights
of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event and prior to
the occurrence and continuance of a Consultation Termination Event. In the event the Special Servicer receives no response from
the Risk Retention Consultation Party within ten (10) days following the later of (i) the Special Servicer’s written
request for input on any requested consultation and (ii) delivery of all such additional information reasonably requested
by the Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be
obligated to consult with the Risk Retention Consultation Party solely with respect to the specific matter.


 


(b)           If the Risk Retention Consultation Party is a Borrower Party with respect to a Mortgage Loan or any related Serviced Companion
Loan, then the Special Servicer shall have no obligation to consult with the Risk Retention Consultation Party with respect to
such Mortgage Loan or related Serviced Companion Loan and the Risk Retention Consultation Party shall have no consultation rights
with respect thereto as set forth above in clause (a).


 


(c)           DBNY shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the
terms of this Agreement. Upon the resignation or removal of the Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit VV
to this Agreement prior to being recognized as a new Risk Retention


 






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Consultation Party. The parties hereto shall be entitled to
assume that the Risk Retention Consultation Party has not changed absent such notice.


 


(d)           Once the Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, each Certificateholder (or Beneficial Owner, if applicable) (other than the Holder
of a Vertical Risk Retention Certificate) shall be entitled to rely on such selection unless the Holder of the Vertical Risk Retention
Certificates or such Risk Retention Consultation Party itself shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, in writing, of the selection of such new Risk Retention Consultation Party along with
contact information for such new Risk Retention Consultation Party.


 


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


 


(f)             No Risk Retention Consultation Party will have any liability to the Trust, the Certificateholders (other than the Holders of the
Vertical Risk Retention Certificates) other than for having acted in accordance with or as permitted by this Agreement.


 


(g)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that each Risk Retention Consultation Party:
(i) may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) may act solely in the interests of the Holders of the Vertical Risk Retention Certificates; (iii) does not have
any liability or duties to the Holders of any Class of Certificates other than the Vertical Risk Retention Certificates; (iv) may
take actions that favor the interests of the Holders of one or more Classes over the interests of the Holders of one or more other
Classes of Certificates; and (v) shall have no liability whatsoever (other than to the Holders of the Vertical Risk Retention
Certificates) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
(other than the Holders of the Vertical Risk Retention Certificates) may take any action whatsoever against the Risk Retention
Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having
so acted.


 


[End
of Article VI]


 






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Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01         
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination
Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be,
any one of the following events:


 


(i)            (A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)          any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any
of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in
the case of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI,
(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan,
if affected by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
if such failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such
cure, such period will be extended an additional thirty (30) days; provided, further, however, that
such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of


 






    -386-


     


    

 


Certificateholders
or any Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period
of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given
to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing
of a Serviced Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided,
however, that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable,
is diligently pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)          the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)         the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)        either of Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of
Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating
downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have
been withdrawn within sixty (60) days of such event) and, in the case of either of clauses (A) or (B),
publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor
in such rating action; or


 


(ix)           the Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by
Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the
delisting.


 






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(b)           If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may,
and at the written direction of (1) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) (2) the Holders
of Certificates entitled to 25% of the Voting Rights or (3) the Risk Retention Consultation Party (solely with respect to the Special
Servicer and other than with respect to a Mortgage Loan with respect to which the Risk Retention Consultation Party or the Holder
of more than 50% of the Vertical Risk Retention Certificates is a Borrower Party), the Trustee shall, terminate (and the Depositor
may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five Business Days’
written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected
Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the
proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that
the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power of
the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans
or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer),
continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates
and the


 






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directors,
managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination).


 


(c)           If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with
Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage
Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer
hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor
master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Whole Loan. Any
Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time be (without
the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was
terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this
paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other
Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)           Subject to the rights of the Serviced AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and
other than with respect to any Excluded Loan, the Directing Certificateholder, at any time prior to the occurrence and continuance
of a Control Termination Event, and subject to the right of the Operating Advisor to recommend the termination of the Special Servicer
and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders to approve the replacement of the
Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.01(d), shall be entitled
to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer
under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special


 






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servicer
meeting the requirements of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan,
the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific
Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations under this Agreement
without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon
a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint
a successor special servicer; provided, however, that (i) such successor will meet the requirements set forth
in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of
any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any
other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided
that such replacement may not be the removed Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency
fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not
be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating
Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders),
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates
in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of
such notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders
of Certificates evidencing at least 50% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights
and obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified
Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the
foregoing, the Certificateholder’s direction to


 






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remove
the Special Servicer shall not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to
an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall
have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound
by the terms of this Agreement with respect to any Serviced AB Whole Loan, and (z) subject to customary qualifications and
exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the
related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the
related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction
of the Directing Certificateholder)) shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or
similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the
Special Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W
attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying
its


 






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recommendation)
and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct
the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio.
Upon (i) the affirmative vote of Holders of Principal Balance 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 20% of the Voting
Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances) of all Principal Balance Certificates on an aggregate basis, and (B) consist of at least three Certificateholders
or Certificate Owners that are not Risk Retention Affiliated with each other, as evidenced by a certificate in the form of Exhibit
UU-1 or Exhibit UU-2, as applicable, attached hereto) and (ii) receipt of Rating Agency Confirmation from each
Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended
by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer and
(ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency
Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special
Servicer shall be an additional expense of the Trust. In the event that the Certificate Administrator does not receive the affirmative
vote of at least a majority of the quorum described in clause (i) of the preceding sentence, 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. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the Serviced AB Whole Loan Controlling
Holder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement. For the sake of clarity, the
recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such
Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special
servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d)


 






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(regarding
removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


 


(e)            The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and (ix) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)             Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan
or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any
certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder
of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing
the related Serviced Whole Loan.


 


(g)            (i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special
Servicer Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded
Loan, the Directing Certificateholder shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer,
as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement.
After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special
Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded
Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer, and absent negligence, willful
misconduct or bad faith by the resigning Special Servicer, the resigning Special Servicer and any of its directors, members, managers,
officers, employees and agents shall be entitled to be indemnified and held harmless by the Trust against any loss, liability or
expense arising out of the actions or inactions and identity of the Excluded Special Servicer. It shall be a condition to any such
appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal
of any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special
Servicer, is a Qualified Replacement Special Servicer and (iii) the related Excluded Special


 






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Servicer
delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate
Administrator), the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding
itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer
shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02         
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by
the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master
Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall
be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits,
responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,
that any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01
to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer,


 






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and
the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special
Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the
Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as
successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and
subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing
Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded
the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master
servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if, (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, the
Directing Certificateholder or the Holders of Certificates entitled to 25% of the Voting Rights so request in writing to the Trustee,
promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution
which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or
the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer
of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved
(prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan) by the
Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee


 






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shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special Servicer as described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as
it and such successor shall agree; provided, however, that no such compensation with respect to a successor master
servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer
or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not
the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to
a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable.
If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within ninety (90) days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or
Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master
Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative
obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without
cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided
that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt,
if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any
party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03         
Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register.


 


(b)            Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan
is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04         
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer
Termination Event; provided, however, that a


 






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Servicer
Termination Event under clause (i), (ii), (viii) or (ix) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii)
of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor. Upon
any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee
and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement
action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend
to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so
waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant
to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held such
Certificates.


 


Section 7.05         
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01         
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have


 






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occurred,
undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination
Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not
be construed as a duty.


 


(b)           The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage
Files, the review of which is specifically governed by the terms of Article II, any CREFC® reports and
any information delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall
notify the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by
the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


 


(c)           No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 






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(iii)          Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not
less than 25% of the percentage interest of each affected Class, or 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 or the Certificate Administrator, or exercising
any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage
of Voting Rights is required for such action).


 


(d)           The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to the Certificateholders under
this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor
Certification pursuant to this Agreement.


 


Section 8.02         
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)            The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)           The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)          Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement, the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 






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(iv)          Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)           Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)         For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice
of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of
the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event,
act, failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)        Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer,
the Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the
Trustee shall only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset
Representations Reviewer or the Depositor;


 


(ix)           Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court


 






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of
competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable, negligence or willful misconduct
was the primary cause of such insufficiency;


 


(x)            In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)           Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in
a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association,
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some
or all of the obligations performed in such capacities are performed by one or more employees within the same group or division
of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such
capacities have one or more of the same Responsible Officers provided, however, the knowledge of the employees performing special
servicing functions shall not be imputed to employees performing master servicing functions and the knowledge of employees performing
master servicing functions shall not be imputed to employees performing special servicing functions;


 


(xii)          Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)         Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


The Trustee and the Certificate
Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or
Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as
Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03         
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set
forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the
Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement, any Certificate
(other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage
Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the


 






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use
or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds
deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer,
the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04         
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05         
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid
the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage
Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay
to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue
from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months. The Trustee Fee (which
shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the
Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in
the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement of
expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)           The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in


 






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settlement,
and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise paid hereunder)
arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively,
relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance
with any of the provisions hereof, which are not “unanticipated expenses incurred by the REMIC” within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne
thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad
faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations
and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any
representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination
of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment
of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)           Each of the Certificate Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor
(and, with respect to Certificate Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
(and, with respect to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim
under the Securities Act, the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate
Administrator, a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
information available to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally
and not jointly (i) a breach by the Master Servicer or Special Servicer, as applicable, of any of its obligations to deliver
information to the 17g-5 Information Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08,
Section 3.09(e), Section 3.12, Section 3.17(c), Section 3.18(g), Section 11.09,
Section 11.10 and Section 11.11 or (ii) a breach by the Master Servicer or Special Servicer, as applicable,
of any of its obligations set forth in Sections 3.13(d), 3.13(g) and 3.13(i).


 


Section 8.06         
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be


 






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required
to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000
and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate
of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor
to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution
insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated
at least “A2” by Moody’s, “A” by DBRS and “A” by Fitch; provided that the Trustee
will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a
long-term unsecured debt rating of no less than “Baa2” by Moody’s, “A-” by Fitch and “A(low)”
by DBRS, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s,
“F1” by Fitch and “R-1(low)” by DBRS and (c) the Master Servicer maintains a rating of at least “A2”
by Moody’s, “A+” by Fitch and “A” by DBRS; provided, further, that if any such institution
is not rated by DBRS, such institution maintains an equivalent (or higher) rating by any two other NRSROs, or such other rating
with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited
Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions or a trust the beneficiaries of which are treated as the owners under the relevant provisions of the
Code and accompanying regulations), the Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable, from a state and local jurisdiction that
does not impose such a tax.


 


Section 8.07         
Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior
written notice thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or certificate administrator acceptable to, prior to the occurrence and


 






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continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy
of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Certificate
Administrator or the Trustee, as applicable, by the Depositor. In the event of a resignation pursuant to this Section 8.07(a),
the resigning Trustee or Certificate Administrator, as the case may be, must pay all costs and expenses associated with the transfer
of its responsibilities. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment
within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and any expenses associated with such petition shall be an expense of the Trust.


 


(b)              
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant
to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders by the Depositor. If no successor trustee
or certificate administrator has accepted an appointment within ninety (90) days after the giving of notice of removal, the
removed trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor
trustee or certificate administrator, as applicable, and such petition shall be an expense of the Trust. In the event of any such
termination with cause pursuant to this Section 8.07(b), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)               
The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’
prior written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or
certificate administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-


 






    -405-


     


    

 


fact
duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee
or Certificate Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of
any such termination without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator,
as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)            Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)            Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders
of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were
assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage
Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release,
deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or
warranty, express or implied) to the order of the successor, as trustee for the registered Holders of JPMDB Commercial Mortgage


 






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Securities
Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 or in blank; provided, however, that,
notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document
was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any
case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan,
and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been
made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)            Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08         
Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee
to perform its obligations hereunder.


 


(b)           No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)           Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 






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Section 8.09         
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10         
Appointment of Co-Trustee or Separate Trustee. (a)Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same
may at the time be located or for enforcement actions or where a conflict of interest exists, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have
occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)           In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)           Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this


 






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Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee.


 


(d)           Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)           The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 


Section 8.11         
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12         
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)            The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)           The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach


 






    -409-


     


    

 


of,
any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)          No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)         No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)        To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.13         
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special


 






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Servicer
may each conclusively rely on the information provided to them regarding identity and/or contact information regarding any Serviced
Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability
for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact
information of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of
the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion
Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


 


Section 8.14         
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)            The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)           The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)           The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the


 






    -411-


     


    

 


Certificate
Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)          No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)         No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)        To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.15         
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01         
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer,


 






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the
Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment)
to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the Distribution
Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage
Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price
equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included
in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust
Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the
Master Servicer, and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding (other than
the Controlling Class unless the Controlling Class is the only Class of Certificates then outstanding)) (which approval shall
be deemed given unless more than 50% of such Certificateholders object within twenty (20) days of receipt of notice thereof),
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to such termination, unless the Master Servicer
is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of
the related Mortgaged Property, as determined by the Non-Serviced Master Servicer in accordance with clause (2) above,
minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance
with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to
the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such
purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of
all the outstanding Certificates (other than the Class R and Class Z Certificates) for the remaining Mortgage Loans
and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the
right to exchange all of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class Z
Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance
with the preceding sentence,


 






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such
Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur,
shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution
Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the Certificates
is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class R and Class Z
Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master
Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust
shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining aggregate Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such amounts against amounts distributable in respect of such Certificates and the Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date


 






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Balance
of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit
in the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution Date
on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection
Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been
made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the
Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments on Certificates
being made only upon presentation and surrender of


 






    -415-


     


    

 


the
Certificates at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates and Trust Components pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each
case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders
on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account or Class VRR Distribution Account that are allocable to payments on the Class of Certificates
so presented, and (ii) to the Holders of the Class Z, Class VRR-G and Class VRR Certificates so presented, any remaining
amounts on deposit in the Excess Interest Distribution Account. Any remaining amounts shall be distributed to the Class R Certificates
in respect of the Class LR Interest or the Class UR Interest, as applicable, Amounts transferred from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and
liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c),
4.01(d), 4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held
uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid
manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02         
Additional Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier
REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


 


(i)            the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)           during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)          within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in
respect of the Class UR Interest (in the case of the


 






    -416-


     


    

 


Upper-Tier
REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if applicable) or the related Trust REMIC(s)
shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01     
REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar
year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates and each Trust Component shall be designated as a class of “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall
be designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of
“residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall
permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other
than the foregoing interests.


 


(b)           The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)           The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest of the Class R Certificates shall be the “tax matters person” of the Upper-Tier
REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F 4(d). The duties of the tax matters person are hereby
delegated to the Certificate Administrator as agent and attorney in fact for the related tax matters person. The Certificate Administrator
shall be designated as the “representative” (as defined in Section 6223 of the Code) of the Upper Tier REMIC and the
Lower Tier REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to the designation of the Certificate
Administrator as the agent and attorney in fact for the tax matters person and as the representative with respect to each Trust
REMIC.


 






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(d)           The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(e)           The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any
Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
a Form 8811, within thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee
shall sign, the Form 8811.


 


(f)            The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust
or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its
sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the
Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of each Trust REMIC as


 






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“qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)           In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Certificateholders,
except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated
amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or
any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve
for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the
Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary,
to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net
income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities,
the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R
Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests,
to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders
of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and
(y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates and Trust Component in the manner
specified in Section 4.01(a) and Section 4.01(b), to the extent they are fully reimbursed for any Realized
Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed
on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this
Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)           The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)            Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the


 






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party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse
REMIC Event to occur.


 


(j)            Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)           Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates or Trust Components and by which the
Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated
Final Distribution Date.


 


(l)            None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)          The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02     
Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)           The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate


 






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Administrator
shall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of any
such agents or attorneys.


 


Section 10.03     
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a
request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)           The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04     
Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity,
with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions
of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized
and doing business under the laws of the United States of America or of any State and be subject to supervision or examination
by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,
the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National
Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)           Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)           Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of
resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a


 






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termination,
or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 10.04,
the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate Administrator shall give
written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice of such appointment
to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed unless eligible
under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action taken
by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, and
any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor
and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or
designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures
relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations
Reviewer and the Certificate Administrator, as applicable,


 






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and
any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably
believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this
Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01,
but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor
and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent
any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder
shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section 11.02     
Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or
such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and
Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall
provide to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar
days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or
any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day
after the effective date of such succession or appointment.


 


(b)           Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder; provided, that, with respect to the Operating
Advisor, any such Subcontractor satisfies clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor”.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function


 






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Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered
into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee
(and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes
a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of
this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and
Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall
not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)               
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence,
that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes
of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor
and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial
Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)              
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to


 






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Section 11.07,
the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)           Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation
AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)            Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to
the extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.02.


 


Section 11.03     
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)           In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the


 






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performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04     
Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall
be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the
reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor
shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure
on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall
have any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor


 






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shall
be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute
Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Non-VRR Certificate Gain-on-Sale
Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related
Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance
with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i)
and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer
or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Kunal K. Singh, Telephone: (212) 834-5467. The Certificate Administrator may rely
without further investigation that this information remains correct unless


 






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and
until the Depositor provides the Certificate Administrator with a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the
Form 10-D relating to the reporting period in which such request was received a Special Notice regarding the request to communicate,
and such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)           After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of
the Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution
Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business
Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly
authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such
signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator
manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities
Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each
to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign
such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(a),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final


 






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executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for any
Form 10-D or Form ABS-EE can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116,
with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue,
31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c)
related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such
Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D
or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the
Exchange Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to
any Form ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or
the final Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC®
Schedule AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto.
To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant
to Section 3.12(d), the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to
such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL
Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile, edit
or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File
or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically
a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval.
Any questions are to be directed to Midland Loan Services, a Division of PNC Bank, National Association at the email address provided
with the submission of the CREFC® Schedule AL File and Schedule AL Additional File (or such other email
address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The
Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to
the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule AL
Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional
File or the Annex A to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL
File or Schedule AL Additional File, as applicable, to the Certificate


 






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Administrator.
The Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such
party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL
File or any Schedule AL Additional File promptly.


 


Section 11.05     
Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2018, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)            an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)           (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or the Trustee, as described under Section 11.10; and


 


(B)            if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)          (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as described under Section 11.11; and


 


(B)             
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K,


 






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disclosure
that such report is not included and an explanation why such report is not included; and


 


(iv)          a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as
a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com and also
(ii) by email to form10K.compliance@cwt.com.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2018, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should
be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or
filing any such report.


 


(b)           After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business


 






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Days
prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such copy, but no later than March 25th,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor shall sign the Form 10-K
and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca
Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor,
New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


(c)               
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to
this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06     
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the
trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer
(in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide, and (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing
Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect
to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the


 






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Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to
the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification
for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2018, a certification substantially in the
form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a
“Performance Certification”), as applicable, on which the Certifying Person, each entity for which such Certifying
Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a
Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with
respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable,
that engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing
Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization
(including an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact
information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior
written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related
Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and
such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance
with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant
to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses
any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants
to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case
may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other


 






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format
agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing
in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness
of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional
Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such
Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with
respect to completeness of information and reports, to certify anything other than that all fields of information called for in
written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07     
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it
receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K
in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional
Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form
and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.
Information delivered to the Certificate Administrator hereunder should be delivered by email to


 






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cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca
Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor,
New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such
Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor
and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its
occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 






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Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the
related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to
be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08     
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations
of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall
be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due
until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the
Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall
recommence.


 


Section 11.09     
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to and (ii) with respect to each other Additional Servicer
that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to), on or before March 1st of each year commencing in March 2018, furnish to the
Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available
on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s
Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance,
as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,


 






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has
been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such 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. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format,
or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the
Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect
to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make
a copy of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information
Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer
as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying
Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying
Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer,
Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any
given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the
related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for
any Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer,


 






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the
Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was
subject to such other servicing agreement.


 


Section 11.10     
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of
each year commencing in March 2018, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially
reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function
Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the
Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the
Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal
year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status
thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult
with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the


 






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Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing
Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year
so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)           The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)           No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit
GG, and each such notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect
to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to


 






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this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)           The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar year, and upon
such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days
of such request.


 


Section 11.11     
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing
in March 2018, the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing
Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report
on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information
Provider and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but
not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable
to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any


 






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Servicing
Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s,
the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable Servicing Function
Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the
Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section 11.11
relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any
exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports
until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K
is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12     
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any
Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange
Act Deliverable.


 






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In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or
any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting
Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff
for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected
Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution
with the Commission or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function
Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and
expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in


 






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connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator.


 


Section 11.13     
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating
Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated


 






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without
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14     
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: Kunal Singh, telecopy number:
(212) 834-6029, telephone number: (212) 834-5491 and email: kunal.k.singh@jpmorgan.com, with a copy to Bianca Russo,
Managing Director and Associate General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue,
32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, telephone number: (212) 648-0946 and email:
russo_bianca@jpmorgan.com.


 


Section 11.15     
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari
Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of
Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence
of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates
harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material
misstatements or omissions or alleged material misstatements or omissions in any such offering material to the extent that such
material misstatement or omission was made in reliance upon any such information provided by the Trustee (where such information
pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement),
the Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any specific
aspect of the Certificate Administrator’s duties or obligations under this Agreement), the


 






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Master
Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s
duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer
individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to
the extent the cost thereof is paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable,
for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject
to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party
shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee,
the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that
the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in
any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into
reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)           Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and


 






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Form
ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)           Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation
AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with
respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan
within two Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(c).


 


(d)           On or before March 1st of each year commencing in March 2018 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide,
with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s
attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required
pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be,
complies


 






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in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)           On or before March 1st of each year commencing in March 2018 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)            Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise
required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information,
reports or certificates shall be provided to the Master Servicer or Special


 






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Servicer,
as applicable, no later than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable,
is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)           With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
(together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning
with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year from the related Mortgagor, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the
day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt
occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)
or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines and (B) if
such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly
Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of the “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
does not receive 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 (10) Business Days after the date such financial
information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor
with respect to such Other Securitization that includes the related 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 such financial information.
The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor
under the related Mortgage Loan documents.


 


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial


 






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information
and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as
applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts
to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


Such financial information
shall be collected (if applicable), prepared and/or calculated by the party responsible for such collection, preparation and/or
calculation set forth in Section 3.12 and delivered as set forth in Section 3.12(b).


 


Section 11.16     
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 


Section 11.17     
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing
to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period
for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01     
Asset Review.


 


(a)           On or prior to each Distribution Date, based on either the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review
Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders and
each other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII
shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by
mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive
Certificates and by delivering such notice via the Depository in the case of


 






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Book-Entry
Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period in which the
Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur: “As
of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent and an Asset Review
Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each Distribution Date occurring after providing
such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer,
shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased
to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any
of the clauses (1), (2) and/or (3), deliver written notice of such information (which may be via
email) substantially in the form attached hereto as Exhibit SS within two (2) Business Days to the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then
upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to
all Certificateholders and the Asset Representations Reviewer and conduct a solicitation of votes in accordance with Section 5.10
to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least
a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the
Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit
RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly grant the Asset
Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within
such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a
vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an
Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received any
Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this
sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described
in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review
Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate


 






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Administrator
shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) -
(5) for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for
Non-Specially Serviced Loans) and the Special Servicer (with respect to clauses (6) and (7) for Specially
Serviced Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business
Days (except with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator,
provide or make available, the following materials (in secure electronic format) to the Asset Representations Reviewer (collectively,
with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this
Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or
Breach with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


(ii)           In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the
Review Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination
of the related Mortgage Loan that are necessary to review and assess one or






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more
documents comprising the Diligence File in connection with its completion of any Test, the Asset Representations Reviewer shall
promptly, but in no event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable,
of such missing documents, and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later
than ten (10) Business Days after receipt of such notification from the Asset Representations Reviewer, deliver to the Asset
Representations Reviewer such missing documents to the extent in its possession; provided that any such notification and/or
request shall be in writing, specifically identifying the documents being requested and sent to the notice address for the related
party set forth in Section 13.05 of this Agreement. In the event any missing documents are not provided by the Master
Servicer or Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request
such documents from the related Mortgage Loan Seller; provided that the Special Servicer or the Master Servicer, as applicable,
shall, and the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional
documents only to the extent such documents are in the possession of such party.


 


(iii)          The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)          Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to
the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with
respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto (such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated
Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further
Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue
to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new


 






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Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)           The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials
or (y) if applicable, Unsolicited Information.


 


(vi)          The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (y) conclusively rely on such Review Materials.


 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty
(40) Business Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator; provided that the Asset Representations Reviewer shall not be required to prepare a preliminary
report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent
Loan. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a
Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession
or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer
as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such
preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents
are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents
shall be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master
Servicer or the Special Servicer, as applicable, and the related Mortgage Loan Seller. The Special Servicer, if applicable, may
review such preliminary report and determine whether any information contained in such preliminary report shall be labeled as “Privileged
Information” and thus be excluded from the Asset Review Report and Asset Review Report Summary. If the preliminary report
indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller
shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty
has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly
delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


 


(viii)        The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after
the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to


 






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each
Delinquent Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions
as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement
that the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third
party (an “Asset Review Report”) to each party to the PSA and the related Mortgage Loan Seller for each Delinquent
Loan and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an
“Asset Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which
the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written
notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or
the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test
failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller, which, in each case, shall be a responsibility of the Special Servicer or Master Servicer, as applicable, pursuant
to Section 2.03(f) of this Agreement.


 


(ix)           In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the
Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer
shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect
to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any
such documentation from any party to this Agreement.


 


(x)            Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special
Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect
in accordance with Section 2.03(b).


 


(c)            The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a


 






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Privileged
Information Exception. In addition, the Asset Representations Reviewer shall keep all documents and information received by the
Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller, the
Master Servicer and the Special Servicer confidential and shall not disclose such documents or information except for purposes
of complying with its duties and obligations hereunder.


 


In addition, with respect
to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(d)           The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or
(2) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in
connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the
foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02     
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)           As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.00040% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Loans (including each Non-Serviced Mortgage Loan, but not any Companion
Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 






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(b)           Upon the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be entitled
to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting assignments
at the time of such review and any related costs and expenses; provided that the total payment to the Asset Representations
Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review
Fee”). With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap”
shall equal the sum of: (i) $9,500 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an Asset
Review (the “Subject Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess
of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground
lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement
or hotel license agreement.


 


(c)           The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses
basis would exceed the Asset Representations Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced
pro rata according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers
is equal to the Asset Representations Reviewer Cap; provided, however, that if the related Mortgage Loan Seller is
insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency to pay such amount; provided,
further, however, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer, as applicable,
shall be required, to the extent consistent with the Servicing Standard, to pursue remedies against such Mortgage Loan Seller in
accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller or its insolvency
estate.


 


(d)           Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by
a Mortgage Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(c).


 


(e)           The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


(f)            The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing
business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or
succession that is


 






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permitted
under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that contains
an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and (C) is
not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each
of the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is
calculated shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible
for the reasonable costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer.
Upon acceptance of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement
and then will be the successor asset representations reviewer hereunder.


 


Section 12.03     
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating
Agency. In addition, the asset representations reviewer will at all times be, and will be required to resign if it fails to be
an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation, the
Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
No resignation of the asset representations reviewer will be effective until a successor asset representations reviewer that is
an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice
of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment
of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
will bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 






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Section 12.05     
Termination of the Asset Representations Reviewer.


 


(a)           An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)            any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)           any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure
shall continue 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 Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the
same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)           the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall


 






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promptly
provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations Reviewer)
in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), the
Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than
rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under
this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in
writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and
expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)          Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates
evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts), the
Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than
any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising out
of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed
successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations
Reviewer. In such event that holders of the Certificates evidencing at least 75% of a Certificateholder Quorum elect to remove
the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be
responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all


 






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other
acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable,
but in no event later than thirty (30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03
of this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer,
the Trustee shall appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee
shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Directing Certificateholder, each Certificateholder within one Business
Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End of Article XII]


 






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Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders or the Companion Holders:


 


(i)           to correct any defect or ambiguity in this Agreement in order to address 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
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or
to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries of which are treated as the
owners under the relevant provisions of the Code and accompanying regulations at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)          to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any


 






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holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to
such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or cause
the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under the relevant provisions
of the Code and accompanying regulations, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a
Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)          to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to


 






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Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)           to modify, eliminate or add to any of the provisions of this Agreement (i) to such extent as will be necessary to comply
with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)          to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 






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(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a
tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under the relevant provisions of the Code
and accompanying regulations. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically
required to be included in this Agreement by any Designated Intercreditor Agreement without the consent of the holder of the related
Companion Holder(s).


 


(d)          Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish a written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Underwriters and the Rating Agencies.


 


(e)          It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of
any amendment entered into hereunder shall be borne by


 






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the
Person seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests
any amendment of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel
required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection
Account.


 


(h)          The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This Agreement may not be amended without the consent of (i) the Serviced AB Whole Loan Controlling Holder if such amendment
would materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder or (ii) a Companion
Holder if such amendment would materially and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02     
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)              
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such


 






    -465-


     


    

 


counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original
counterpart of this Agreement.


 


(c)          The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03     
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described
under Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor
Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon
or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 50% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates Owner shall have any right in any manner whatsoever by virtue of any provision of this Agreement
or the Certificates to affect, disturb or prejudice the


 






    -466-


     


    

 


rights
of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such
Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the
Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04     
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Depositor or Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices
to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been
duly given only when received), to:


 






    -467-


     


    




In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


In the case of the Master Servicer
and Special Servicer:



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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 






    -468-


     


    

 


In the case of the Directing
Certificateholder:



KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem


 


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – JPMDB 2017-C7

Email: CMBSCustody@wellsfargo.com


 






    -469-


     


    

 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 


In the case of the Mortgage
Loan Sellers:


 


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Tom Cassino

E-mail: thomas.cassino@jpmorgan.com



 


		(ii)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine Kaplan



 


with a copy via email to:



lainie.kaye@db.com and cmbs.requests@db.com


 


with a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: General Counsel

Facsimile no.: (646) 736-5721


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 






    -470-


     


    

 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)        Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

E-mail: cmbs.surveillance@DBRS.com


 


Section 13.06     
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the


 






    -471-


     


    

 


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 13.07     
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to
the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed,
as a precautionary filing, a UCC Financing Statements in all appropriate locations promptly following the initial issuance of the
Certificates to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor
to the Trustee (copies of which shall be delivered no later than ten (10) days following the Closing Date), and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no event at the expense of the Trust, prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section 13.08     
Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to
the benefit of the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents),
each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization
and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded
it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement.


 


(b)        Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)        Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 






    -472-


     


    

 


(d)        Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09     
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10     
Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)         any material change or amendment to this Agreement;


 


(ii)        the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


 


(iv)       the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 


(b)        The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)         the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any change in the location of the Collection Account;


 


(iii)       any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)        any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $ 35,000,000;


 


(vi)       any material damage to any Mortgaged Property;


 






    -473-


     


    

 


(vii)       any assumption with respect to a Mortgage Loan; and


 


(viii)      any release or substitution of any Mortgaged Property.


 


(c)         The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)         The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a
party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special
Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Section 13.11     
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan
Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services,
a Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 







    -474-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	J.P. MORGAN CHASE COMMERCIAL 

MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/ Bradley J. Horn
	 	 	Name:  Bradley J. Horn
	 	 	Title: Executive Director
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF 

PNC BANK, NATIONAL ASSOCIATION,
	 	Master Servicer and Special Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	Name:  David A. Eckels
	 	Title: Senior Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
	 	not in its individual capacity, but solely as 

Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title: Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title:Vice President










 


 


 


JPMDB 2017-C7 Pooling and Servicing Agreement










     


     


    

 





	 	PENTALPHA SURVEILLANCE LLC,
	 	Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an

          Authorized Signatory for Pentalpha

          Surveillance LLC







 


 


 


 


 


JPMDB 2017-C7 Pooling and Servicing Agreement






     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 










 


On the 19 day
of October, 2017, before me, a notary public in and for said State, personally appeared Bradley Horn known to me to be
a Executive Director of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Thomas A. DeBlasio
	 	Notary Public







 





	[SEAL]	Thomas A. DeBlasio
	 	Notary Public, State of New York
	My commission expires:	Qualified in New York County
	February 27, 2021	No. 01DE6355030
	 	My Commission Expires February 27,
    2021










 


 


 


 


JPMDB 2017-C7 Pooling and Servicing Agreement




     


     


    

 





	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 





 


On the 23rd day
of October, 2017, before me, a notary public in and for said State, personally appeared David A. Eckels known to me to be a
Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Brent Kinder
	 	Notary Public


 





		 
	 	BRENT KINDER
		NOTARY PUBLIC - State of Kansas
	 	My Appt. Exp. January 30, 2018





 


 


 


 


 


JPMDB 2017-C7 Pooling and Servicing Agreement




     


     


    

 





	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 





 


On the 19 day
of October, 2017, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a VP
of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to me that such VP executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Amy Martin
	 	Notary Public


	[SEAL]	 
	 	AMY MARTIN
	My commission expires:	Notary Public -Maryland
	 	Anne Arundel County
	 	My Commission Expires on
	 	February 22, 2021
	 	 







 


 


 


 


JPMDB 2017-C7 Pooling and Servicing Agreement




     


     


    

 





	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 





 


On the 20th day of
October, 2017, before me, a notary public in and for said State, personally appeared James Callahan known to me to be an
Executive of Pentalpha Surveillance LLC that executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited liability company, and acknowledged to me that such Executive executed the
within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	/s/ Melonie S. Williams
	 	Notary Public





	[SEAL]
	 
	My commission expires: 7/31/2019
	 

                                                                             MELONIE S. WILLIAMS

                                                                             Notary Public

                                                                             Connecticut

                                                                             My Commission Expires: July 21, 2019

                                                                             

	




 


 


 


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EXHIBIT
A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 


 






 




1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 






    A-1-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-1-2


     


    




 


	
        PASS-THROUGH RATE: 2.0808%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $27,657,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-1-1]



 






    A-1-3


     


    

 


CLASS A-1
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-1-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-1-5


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-1-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-1-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-1-8


     


    

 


accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-1-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-1-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-1-12


     


    




 





EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 


 






 




1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 






    A-2-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-2-2


     


    




 


	
        PASS-THROUGH RATE: 3.1247%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $54,016,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-2-1]



 






    A-2-3


     


    

 


CLASS A-2
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-2-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-2-5


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-2-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-2-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-2-8


     


    

 


accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-2-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-2-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-2-12


     


    






 





EXHIBIT
A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 


 






 




1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 






    A-3-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-3-2


     


    




 


	
        PASS-THROUGH RATE: 3.0477%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $60,700,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-3-1]



 






    A-3-3


     


    

 


CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-3-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-3-5


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-3-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-3-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-3-8


     


    

 


accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-3-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-3-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent


 








    A-3-12


     


    









 


EXHIBIT
A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 





 






 




1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-4-1


     


    

  


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-4-2


     


    




 



	
        PASS-THROUGH RATE: 3.1467%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $275,000,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-4-1]



 






    A-4-3


     


    

 


CLASS A-4
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 






    A-4-4


     


    

 


Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses n the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 






    A-4-5


     


    

 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    A-4-6


     


    

 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-4-7


     


    

 


(xi)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the


 






    A-4-8


     


    

 


consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-4-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-4-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-4-12


     


    




 


EXHIBIT
A-5


 


FORM OF CLASS A-5 CERTIFICATE


 


CLASS A-5


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 






 




1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 






    A-5-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-5-2


     


    

 


	
        PASS-THROUGH RATE: 3.4092%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-5 CERTIFICATES AS OF THE CLOSING DATE: $287,683,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-5-1]

        

	 	 	 






    A-5-3


     


    

 


CLASS A-5
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-5


 






    A-5-4


     


    

 


Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-5-5


     


    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-5-6


     


    

 


an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-5-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-5-8


     


    

 


accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-5-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-5-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-5-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-5-12


     


    


 


EXHIBIT
A-6


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-6


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER OR
ANY OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.



 






    A-6-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 



    A-6-2


     


    




 


	
        PASS-THROUGH RATE: 3.2419%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        A-SB CERTIFICATES AS OF THE CLOSING DATE: $47,404,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-SB-1]

	 	 	 


 






    A-6-3


     


    

 


CLASS
A-SB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-6-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-6-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
 to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-6-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-6-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the holder of the related Companion Holder(s), (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such
amendment would materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling
and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect
the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-6-9


     


    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-6-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-6-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-6-12


     


    







 


EXHIBIT
A-7


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


 





 



 


 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 



    A-7-1


     


    





 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 



    A-7-2


     


    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $857,267,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-A-1]



 






    A-7-3


     


    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-7-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-7-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-7-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-7-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-7-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s), (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-7-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-7-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-7-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-7-12


     


    




 


EXHIBIT
A-8


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


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 SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


 





 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.





 






    A-8-1


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 



    A-8-2


     


    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $100,776,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-B-1]

         



 



    A-8-3


     


    




 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-8-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-8-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-8-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-8-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s), (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-8-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-8-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-8-12


     


    




  


EXHIBIT
A-9


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.



 



    A-9-1


     


    





 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME
WITHIN SUCH PARAGRAPHS, 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 X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 



    A-9-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $47,029,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-D-1][X-D-2][X-D-3]



 



    A-9-3


     


    




 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-9-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-9-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-9-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-9-8


     


    

 


accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-9-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-9-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-9-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-9-12


     


    




 


EXHIBIT
A-10


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.



 






    A-10-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B AND CLASS X-D CERTIFICATES AS AND TO
THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-10-2


     


    

 


	
        PASS-THROUGH RATE: 3.7125%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $104,807,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-S-1]

	 	 	 


 



    A-10-3


     


    




 


CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-10-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-10-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-10-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-10-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-10-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s), (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-10-9


     


    



 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-10-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-10-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-10-12


     


    

 


EXHIBIT
A-11


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-11-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D AND CLASS A-S CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-11-2


     


    

 


	
        PASS-THROUGH RATE: 3.9854%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $55,091,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [B-1]



 






    A-11-3


     


    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-11-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-11-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-11-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-11-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-11-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-11-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-11-10


     


    


 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-11-11


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-11-12


     


    






 


EXHIBIT
A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-12-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-12-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $45,685,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [C-1]



 






    A-12-3


     


    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-12-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-12-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-12-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-12-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-12-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-12-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-12-10


     


    


 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-12-11


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-12-12


     


    




 


EXHIBIT
A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.


 






    A-13-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME
WITHIN SUCH PARAGRAPHS, 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 REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B
AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-13-2


     


    

 


	
        PASS-THROUGH RATE: 3.0000%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $47,029,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [D-1] [D-2][D-3]



 






    A-13-3


     


    

 


CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-13-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-13-5


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-13-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction
are amended or


 






    A-13-7


     


    

 


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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and


 






    A-13-8


     


    

 


accompanying
regulations. Furthermore, no amendment to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s), (ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would
materially and adversely affect the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing
Agreement or (iii) without the consent of a Companion Holder if such amendment would materially and adversely affect the rights
of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-13-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-13-10


     


    


 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-13-11


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-13-12


     


    




 


EXHIBIT
A-14


 


FORM OF CLASS E-RR CERTIFICATE


 


CLASS E-RR


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS E-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.  THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE
UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period.

 






    A-14-1


     


    

 


CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME
WITHIN SUCH PARAGRAPHS, 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 






    A-14-2


     


    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B,
CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-14-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        E-RR CERTIFICATES AS OF THE CLOSING DATE: $21,499,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [E-RR-1]



 






    A-14-4


     


    

 


CLASS
E-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [KKR REAL ESTATE CREDIT
OPPORTUNITY PARTNERS AGGREGATOR I L.P.] is the registered owner of the interest evidenced by this Certificate in the Class E-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E-RR Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 






    A-14-5


     


    

 


or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-14-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 






    A-14-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention


 






    A-14-8


     


    

 


Rule,
as evidenced by an Opinion of Counsel or (ii)in the event the Risk Retention Rule 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, as evidenced by an Opinion
of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any


 






    A-14-9


     


    

 


Trust
REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s),
(ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would materially and adversely affect
the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the
consent of a Companion Holder if such amendment would materially and adversely affect the rights of such Companion Holder under
the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-14-10


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-14-11


     


    


 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-14-12


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-14-13


     


    




 


EXHIBIT
A-15


 


FORM OF CLASS F-RR CERTIFICATE


 


CLASS F-RR


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS F-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.   THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER
OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period.

 






    A-15-1


     


    

 


CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME
WITHIN SUCH PARAGRAPHS, 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-15-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS
C, CLASS D AND CLASS E-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-15-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER
        17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        F-RR CERTIFICATES AS OF THE CLOSING DATE: $12,093,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [F-RR-1]



 






    A-15-4


     


    

 


CLASS
F-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [KKR REAL ESTATE CREDIT
OPPORTUNITY PARTNERS AGGREGATOR I L.P.] is the registered owner of the interest evidenced by this Certificate in the Class F-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F-RR Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 






    A-15-5


     


    

 


or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-15-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 






    A-15-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention


 






    A-15-8


     


    

 


Rule,
as evidenced by an Opinion of Counsel or (ii)in the event the Risk Retention Rule 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, as evidenced by an Opinion
of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any


 






    A-15-9


     


    

 


Trust
REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made (i) that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s),
(ii) without the consent of the Serviced AB Whole Loan Controlling Holder if such amendment would materially and adversely affect
the related Mortgage Loan or the rights of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the
consent of a Companion Holder if such amendment would materially and adversely affect the rights of such Companion Holder under
the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-15-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-15-11


     


    


 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-15-12


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-15-13


     


    

 


EXHIBIT
A-16


 


FORM OF CLASS G-RR CERTIFICATE


 


CLASS G-RR


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS G-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.   THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER
OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT  


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING 


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend for use solely following the related Transfer
Restriction Period.



 






    A-16-1


     


    

 


CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME
WITHIN SUCH PARAGRAPHS, 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-16-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B,
CLASS C, CLASS D, CLASS E-RR AND CLASS F-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 






    A-16-3


     


    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        G-RR CERTIFICATES AS OF THE CLOSING DATE: $36,279,296

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [G-RR-1] 

	 	 	 


 






    A-16-4


     


    

 


CLASS
G-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [KKR REAL ESTATE CREDIT
OPPORTUNITY PARTNERS AGGREGATOR I L.P.] is the registered owner of the interest evidenced by this Certificate in the Class G-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G-RR Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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 Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 






    A-16-5


     


    

 


or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Non-VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Non-VRR Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-16-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in fully registered, certificated form through
the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 






    A-16-7


     


    

 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention


 






    A-16-8


     


    

 


Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any


 






    A-16-9


     


    

 


Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-16-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-16-11


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-16-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-16-13


     


    




 







EXHIBIT
A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) 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)


 






    A-17-1


     


    

 


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 (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATIONOF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) 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 CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 






    A-17-2


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING Advisor: 
        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-1

	 	 	 	 	 






    A-17-3


     


    




 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.
The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for each
Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d). The Certificate Administrator shall be designated as the “representative”
(as defined in Section 6223 of the Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates
hereby agree to the designation of the Certificate Administrator as the agent and attorney in fact for the tax matters person and
as the representative with respect to each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in


 






    A-17-4


     


    

 


the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either
(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
using


 






    A-17-5


     


    

 


the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the
Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class
R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to
the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee
is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and
that it agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling and Servicing Agreement; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree
(1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)            to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
 to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 






    A-17-6


     


    

 


(iv)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 






    A-17-7


     


    

 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)           to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
  reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing


 






    A-17-8


     


    

 


Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-17-9


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-17-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-17-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-17-12


     


    




 







EXHIBIT
A-18


 


FORM OF CLASS Z CERTIFICATE


 


CLASS Z


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO 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 COME WITHIN SUCH PARAGRAPHS, 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 (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATIONOF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 






    A-18-1


     


    

 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 






    A-18-2


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        CLASS Z PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        CERTIFICATE NO.: [Z-1]

        



 






    A-18-3


     


    

 


CLASS
Z CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [________]
is the registered owner of the interest evidenced by this Certificate in the Class Z Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class Z Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the Excess Interest then distributable, if any, and to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record
Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


 






    A-18-4


     


    

 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class Z Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum


 






    A-18-5


     


    

 


sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 






    A-18-6


     


    

 


(vii)         to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
 to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and


 






    A-18-7


     


    

 


Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 






    A-18-8


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-18-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-18-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-18-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-18-12


     


    




 







EXHIBIT
A-19


 


FORM OF ClASS VRR CERTIFICATE


 


CLASS VRR


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR THE EXCHANGEABLE CERTIFICATES PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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, 


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 


2
       Book-Entry Certificate legend for use solely following the related Transfer
Restriction Period.



 






    A-19-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


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 SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-19-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-19-3


     


    




 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE: NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF CLASS VRR CERTIFICATES AS OF THE CLOSING DATE: $30,390,000 
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-____

         

	 	 	 









    A-19-4


     


    




 


CLASS
VRR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-19-5


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 



    A-19-6


     


    




As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates
pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-19-7


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-19-8


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an




 






    A-19-9


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-19-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-19-11


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-19-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-19-13


     


    




 







EXHIBIT
A-20


 


FORM OF ClASS VRR-A1 CERTIFICATE


 


CLASS VRR-A1


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-A1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period.



 






    A-20-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-20-2


     


    






 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE: NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF CLASS VRR-A1 CERTIFICATES AS OF THE CLOSING DATE: $[781,898.20] (REPRESENTS THE MAXIMUM CERTIFICATE
BALANCE OF THE CLASS VRR-A1 CERTIFICATE THAT COULD BE ISSUED IN AN EXCHANGE 
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-A1____

         

	 	 	 






    A-20-3


     


    




 


CLASS
VRR-A1 CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-A1 Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-20-4


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-A1
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-20-5


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-A1 Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-20-6


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)         to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-20-7


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-20-8


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-20-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-A1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-20-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-20-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-20-12


     


    



 


EXHIBIT
A-21


 


FORM OF ClASS VRR-A2 CERTIFICATE


 


CLASS VRR-A2


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-A2


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 





 



 


1      Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Book-Entry Certificate legend
for use solely following the related Transfer Restriction Period 


 






    	A-21-1 



    


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-21-2 



    


    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS 

CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING 

AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-A2 CERTIFICATES

        AS OF THE CLOSING DATE: $[1,527,100.31] 

(REPRESENTS THE MAXIMUM CERTIFICATE 

BALANCE OF THE CLASS VRR-A2 

CERTIFICATE THAT COULD
        BE ISSUED IN AN EXCHANGE

        
	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, 

A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC 

BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA 

SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: 

PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-A2____

         



 






    	A-21-3 



    


    

 


CLASS
VRR-A2 CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-A2 Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    	A-21-4 



    


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-A2
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    	A-21-5 



    


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-A2 Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    	A-21-6 



    


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    	A-21-7 



    


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    	A-21-8 



    


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-21-9 



    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-A2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    	A-21-10 



    


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-21-11 



    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    	A-21-12 



    


    





 


EXHIBIT
A-22


 


FORM OF ClASS VRR-A3 CERTIFICATE


 


CLASS VRR-A3


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-A3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 



 


1      Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Book-Entry Certificate legend
for use solely following the related Transfer Restriction Period


 






    	A-22-1 



    


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-22-2 



    


    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS

 CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING 

AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-A3 

CERTIFICATES

        AS OF THE CLOSING DATE: $[1,716,065.40] 

(REPRESENTS THE MAXIMUM CERTIFICATE 

BALANCE OF THE CLASS VRR-A3 

CERTIFICATE THAT COULD
        BE ISSUED IN AN EXCHANGE

        
	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, 

A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC 

BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA 

SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: 

PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-A3____

         



 






    	A-22-3 



    


    

 


CLASS
VRR-A3 CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-A3 Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    	A-22-4 



    


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-A3
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    	A-22-5 



    


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-A3 Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    	A-22-6 



    


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    	A-22-7 



    


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    	A-22-8 



    


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-22-9 



    


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-A3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    	A-22-10 



    


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-22-11 



    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    	A-22-12 



    


    




  


EXHIBIT
A-23


 


FORM OF ClASS VRR-A4 CERTIFICATE


 


CLASS VRR-A4


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-A4


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 



 


1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend for use solely following the related Transfer Restriction Period 


 






    A-24-1 


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-24-2 


     


    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS 

CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING 

AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT (AS 

DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE

CERTIFICATE BALANCE OF CLASS VRR-A4 

CERTIFICATES

AS OF THE CLOSING DATE: $[7,774,596.14] 

(REPRESENTS THE MAXIMUM CERTIFICATE 

BALANCE OF THE CLASS VRR-A4 

CERTIFICATE THAT COULD BE ISSUED IN AN 

EXCHANGE 
	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, 

A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC 

BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA 

SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: 

PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-A4____

         



 






    A-24-3 


     


    

 


CLASS
VRR-A4 CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-A4 Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-24-4 


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-A4
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-24-5 


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-A4 Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-24-6 


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-24-7 


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-24-8 


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-24-9 


     


    

 


 


 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-A4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-24-10 


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-24-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-24-12 


     


    




  


EXHIBIT
A-24


 


FORM OF ClASS VRR-A5 CERTIFICATE


 


CLASS VRR-A5


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-A5


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 



 


1      Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Book-Entry Certificate legend
for use solely following the related Transfer Restriction Period 


 






    	A-24-1 



    


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-24-2 



    


    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS 

CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING 

AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT (AS 

DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-A5 

CERTIFICATES

        AS OF THE CLOSING DATE: $[8,133,160.51] 

(REPRESENTS THE MAXIMUM CERTIFICATE 

BALANCE OF THE CLASS VRR-A5 

CERTIFICATE THAT COULD
        BE ISSUED IN AN EXCHANGE

        
	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, 

A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC 

BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA 

SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: 

PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-A5____

         



 






    	A-24-3 



    


    

 


CLASS
VRR-A5 CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-A5 Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    	A-24-4 



    


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-A5
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    	A-24-5 



    


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-A5 Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)      
    to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any
manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    	A-24-6 



    


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)         to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    	A-24-7 



    


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    	A-24-8 



    


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-24-9 



    


    

 


 



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS  VRR-A5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    	A-24-10 



    


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-24-11 



    


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    	A-24-12 



    


    



 


EXHIBIT
A-25


 


FORM OF ClASS VRR-ASB CERTIFICATE


 


CLASS VRR-ASB


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-ASB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 





 



 





	1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





	2	Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period


 






    A-25-1


     

    

 


 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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-25-2


     

    

 







 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE

CERTIFICATE BALANCE OF CLASS VRR-ASB CERTIFICATES

AS OF THE CLOSING DATE: $[1,340,170.75] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS
VRR-ASB CERTIFICATE THAT COULD BE ISSUED IN AN EXCHANGE
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-ASB____

         

	 	 	 










    A-25-3


     

    

 


CLASS
VRR-ASB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-ASB Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 



    A-25-4


     

    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-ASB
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-25-5


     

    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-ASB Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 



    A-25-6


     

    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 



    A-25-7


     

    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 



    A-25-8


     

    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-25-9


     

    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





	Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-ASB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-25-10


     

    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-25-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-25-12


     

    







 


EXHIBIT
A-26


 


FORM OF ClASS VRR-AS CERTIFICATE


 


CLASS VRR-AS


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-AS


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,





 





 



 





	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





	2	Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period


  



    A-26-1


     

    

 


 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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-26-2


     

    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-AS CERTIFICATES

        AS OF THE CLOSING DATE: $[2,963,025.81] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS VRR-AS CERTIFICATE THAT COULD
        BE ISSUED IN AN EXCHANGE

         
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-AS____

         

	 	 	 





    A-26-3


     

    




  


CLASS
VRR-AS CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-AS Certificate issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 



    A-26-4


     

    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-AS
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-26-5


     

    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-AS Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 



    A-26-6


     

    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 



    A-26-7


     

    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 



    A-26-8


     

    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-26-9


     

    

 




 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





	Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-AS CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-26-10


     

    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-26-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-26-12


     

    







 


EXHIBIT
A-27


 


FORM OF ClASS VRR-B CERTIFICATE


 


CLASS VRR-B


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 











 



 





	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





	2	Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period


  




    A-27-1


     

    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 



THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-27-2


     

    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-B CERTIFICATES

        AS OF THE CLOSING DATE: $[1,557,491.91] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS VRR-B CERTIFICATE THAT COULD BE
        ISSUED IN AN EXCHANGE

         
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-B____

         

	 	 	 





    A-27-3


     

    




  


CLASS
VRR-B CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-B Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 



    A-27-4


     

    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-B
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-27-5


     

    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-B Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 



    A-27-6


     

    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 



    A-27-7


     

    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 



    A-27-8


     

    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-27-9


     

    

 







IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





	Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-27-10


     

    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-27-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-27-12


     

    







 


EXHIBIT
A-28


 


FORM OF ClASS VRR-C CERTIFICATE


 


CLASS VRR-C


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 














 



 





	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





	2	Book-Entry Certificate legend for use solely following the related Transfer Restriction
Period


  



    A-28-1


     

    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-28-2


     

    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-C CERTIFICATES

        AS OF THE CLOSING DATE: $[1,291,572.45] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS VRR-C CERTIFICATE THAT COULD BE
        ISSUED IN AN EXCHANGE

         
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-C____

         

	 	 	 





    A-28-3


     

    




  


CLASS
VRR-C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-C Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 



    A-28-4


     

    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-C
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-28-5


     

    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-C Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 



    A-28-6


     

    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 



    A-28-7


     

    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 



    A-28-8


     

    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-28-9


     

    

 




 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





	Dated:	October 31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-28-10


     

    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-28-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-28-12


     

    



 


EXHIBIT
A-29


 


FORM OF ClASS VRR-D CERTIFICATE


 


CLASS VRR-D


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-D


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 





 



 


1          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Book-Entry
Certificate legend for use solely following the related Transfer Restriction Period 


 






    A-29-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-29-2


     


    




 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE: NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF CLASS VRR-D CERTIFICATES AS OF THE CLOSING DATE: $[1,329,569.03] (REPRESENTS THE MAXIMUM CERTIFICATE
BALANCE OF THE CLASS VRR-D CERTIFICATE THAT COULD BE ISSUED IN AN EXCHANGE
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-D____

         

	 	 	 


 



    A-29-3


     


    

 





CLASS
VRR-D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-D Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-29-4


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-D
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-29-5


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-D Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-29-6


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-29-7


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-29-8


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-29-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





	Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-29-10


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-29-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-29-12


     


    












 


EXHIBIT
A-30


 


FORM OF ClASS VRR-E CERTIFICATE


 


CLASS VRR-E


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-E


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 






 


1    Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
   Book-Entry Certificate legend for use solely following the related Transfer Restriction Period 


 






    A-30-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


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 SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-30-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-30-3


     


    

 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE: NOVEMBER 17, 2017

         

        APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF CLASS VRR-E CERTIFICATES

AS OF THE CLOSING DATE: $[607,803.79] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS
VRR-E CERTIFICATE THAT COULD BE ISSUED IN AN EXCHANGE 
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-E____

         

	 	 	 






    A-30-4


     


    




 


CLASS
VRR-E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-E Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-30-5


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-E
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-30-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-E Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-30-7


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-30-8


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-30-9


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-30-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-30-11


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-30-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-30-13


     


    




 








EXHIBIT
A-31


 


FORM OF ClASS VRR-F CERTIFICATE


 


CLASS VRR-F


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-F


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 






 


1    Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


2    Book-Entry
Certificate legend for use solely following the related Transfer Restriction Period 


 






    A-31-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


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 SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-31-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-31-3


     


    




 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE:

        NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF CLASS VRR-F CERTIFICATES

        AS OF THE CLOSING DATE: $[341,884.33] (REPRESENTS THE MAXIMUM CERTIFICATE BALANCE OF THE CLASS VRR-F CERTIFICATE THAT COULD BE
        ISSUED IN AN EXCHANGE

        
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-F____

         

	 	 	 


 



    A-31-4


     


    




 


CLASS
VRR-F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-F Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-31-5


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-F
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-31-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-F Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-31-7


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-31-8


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-31-9


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-31-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-31-11


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-31-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-31-13


     


    




 








EXHIBIT
A-32


 


FORM OF ClASS VRR-G CERTIFICATE


 


CLASS VRR-G


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C7, CLASS VRR-G


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES MAY BE EXCHANGED
FOR THE CLASS VRR CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


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,


 


 






 


1          Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Book-Entry
Certificate legend for use solely following the related Transfer Restriction Period 


 






    A-32-1


     


    

 


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 A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO 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 COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


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 SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE CLASS VRR trust COMPONENTS,
the class vrr distribution account, THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






    A-32-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-32-3


     


    




 


	
        PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 31, 2017

         

        FIRST DISTRIBUTION
        DATE: NOVEMBER 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF CLASS VRR-G CERTIFICATES AS OF THE CLOSING DATE: $[1,025,661.36] (REPRESENTS THE MAXIMUM
        CERTIFICATE BALANCE OF THE CLASS VRR-G CERTIFICATE THAT COULD BE         ISSUED IN AN EXCHANGE

        
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CERTIFICATE
        NO.: VRR-G____

         

	 	 	 


 



    A-32-4


     


    




 


CLASS
VRR-G CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Certificate Gain-on-Sale Reserve Account, the VRR-Certificate Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: ________________]
is the registered owner of the interest evidenced by this Class VRR-G Certificate issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the JPMDB COMMERCIAL MORTGAGE SECURITIES
TRUST 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Class VRR Trust Components, the Class VRR Distribution
Account, the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and


 






    A-32-5


     


    

 


Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Certificate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


VRR Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All VRR Certificate Realized Losses allocated to the Class VRR-G
Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of VRR Certificate Realized Losses previously allocated to this
Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-32-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate together with the other Exchangeable Certificates
may be exchanged for the Class VRR Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class VRR-G Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1.00 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the classification of the Grantor Trust as a trust the beneficiaries
of which are treated as the owners under the relevant provisions of the Code and accompanying regulations at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that (a) such


 






    A-32-7


     


    

 


action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are
treated as the owners under the relevant provisions of the Code and accompanying regulations, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website


 






    A-32-8


     


    

 


pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be
necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii)in the event
the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an


 






    A-32-9


     


    

 


Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a trust the beneficiaries of which are treated as the owners under
the relevant provisions of the Code and accompanying regulations. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made (i) that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any
Designated Intercreditor Agreement without the consent of the related Companion Holder(s), (ii) without the consent of the Serviced
AB Whole Loan Controlling Holder if such amendment would materially and adversely affect the related Mortgage Loan or the rights
of such Companion Holder under the Pooling and Servicing Agreement or (iii) without the consent of a Companion Holder if such amendment
would materially and adversely affect the rights of such Companion Holder under the Pooling and Servicing Agreement.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class Z Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class R and Class Z Certificates) for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-32-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






 





		Dated:	October
31, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS VRR-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







    A-32-11


     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-32-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 








    A-32-13


     


    

 



EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




    B-1


     


    



 







	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size 	Measure
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	Sunnyvale	CA	94089	Santa Clara	Moffett Place Building 4	314,352	Square Feet
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	Various	Various	Various	Various	U-Haul SAC Portfolios 14, 15, 17	1,149,651	Square Feet
	2.01	GACC	 	600 Mystic Valley Parkway	Somerville	MA 	02144	Middlesex	U-Haul of Medford	127,736	Square Feet
	2.02	GACC	 	1 Merrill Street	Salisbury	MA 	01952	Essex	U-Haul Center of Salisbury	68,050	Square Feet
	2.03	GACC	 	3969 North Rancho Drive	Las Vegas	NV	89130	Clark	U-Haul Center North Rancho	79,795	Square Feet
	2.04	GACC	 	1200 West Fullerton Avenue	Chicago	IL	60614	Cook	U-Haul Lincoln Park	57,282	Square Feet
	2.05	GACC	 	20A Sheridan Boulevard	Inwood	NY	11096	Nassau	U-Haul of Inwood	48,292	Square Feet
	2.06	GACC	 	139 Broadway	Albany	NY	12202	Albany	U-Haul Ctr Albany	73,544	Square Feet
	2.07	GACC	 	3029 Fairfield Avenue	Bridgeport	CT	06605	Fairfield	U-Haul Storage Black Rock	36,258	Square Feet
	2.08	GACC	 	230-240 Maple Avenue	Rockville Centre	NY	11570	Nassau	U-Haul Center of Rockville	28,426	Square Feet
	2.09	GACC	 	3527 Ivar Avenue	Rosemead	CA 	91770	Los Angeles	U-Haul Storage Ivar Avenue	38,519	Square Feet
	2.10	GACC	 	1535 Round Rock Avenue	Round Rock	TX	78681	Williamson	U-Haul Center of Round Rock	42,775	Square Feet
	2.11	GACC	 	1301 East Route 66	Glendora	CA 	91740	Los Angeles	U-Haul Storage Glendora	33,513	Square Feet
	2.12	GACC	 	2813 Texas Avenue South	College Station	TX	77845	Brazos	U-Haul Center Texas Avenue	45,050	Square Feet
	2.13	GACC	 	2455 West Tarrant Road	Grand Prairie	TX	75050	Tarrant	U-Haul Storage Tarrant Road	66,560	Square Feet
	2.14	GACC	 	7225 South Hulen Street	Fort Worth	TX	76133	Tarrant	U-Haul Storage Hulen	82,689	Square Feet
	2.15	GACC	 	3885 Milam Street	Beaumont	TX	77701	Jefferson	U-Haul Ctr Beaumont	45,619	Square Feet
	2.16	GACC	 	1103 West Highway 287 Bypass	Waxahachie	TX	75165	Ellis	U-Haul Storage Waxahachie	52,065	Square Feet
	2.17	GACC	 	12540 South Rogers Road	Olathe	KS	66062	Johnson	U-Haul Center of Olathe	38,025	Square Feet
	2.18	GACC	 	1641 South Kingshighway Boulevard	Saint Louis	MO	63110	Saint Louis City	U-Haul Kings Highway	23,445	Square Feet
	2.19	GACC	 	9302 Interstate 30	Little Rock	AR	72209	Pulaski	U-Haul Storage I-30	56,763	Square Feet
	2.20	GACC	 	611 Blackwood Clementon Road	Lindenwold	NJ	08021	Camden	U-Haul Storage Laurelwood	33,150	Square Feet
	2.21	GACC	 	1301 Monticello Avenue	Norfolk	VA	23510	Norfolk City	U-Haul Ctr Downtown	30,995	Square Feet
	2.22	GACC	 	5600 Business Avenue	Cicero	NY	13039	Onondaga	U-Haul Storage Business Avenue	41,100	Square Feet
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	Washington	DC	20002	District of Columbia	Station Place III	517,653	Square Feet
	4	JPMCB	Treeview Industrial I LLC	Various	Various	Various	Various	Various	Treeview Industrial Portfolio	3,168,642	Square Feet
	4.01	JPMCB	 	9999 Olson Drive	San Diego	CA	92121	San Diego	Eastgate	200,000	Square Feet
	4.02	JPMCB	 	1405 Worldwide Boulevard	Hebron	KY	41048	Boone	1405 Worldwide	525,000	Square Feet
	4.03	JPMCB	 	1200 Worldwide Boulevard	Hebron	KY	41048	Boone	1200 Worldwide	520,000	Square Feet
	4.04	JPMCB	 	1790 South 5200 West	Salt Lake City	UT	84104	Salt Lake	Landmark	328,717	Square Feet
	4.05	JPMCB	 	1100 Laval Boulevard	Lawrenceville	GA	30043	Gwinnett	100 Corporate Lakes	346,614	Square Feet
	4.06	JPMCB	 	2101 Design Road	Arlington	TX	76014	Tarrant	Design Road	201,600	Square Feet
	4.07	JPMCB	 	2055 Global Way	Hebron	KY	41048	Boone	2055 Global Way	207,222	Square Feet
	4.08	JPMCB	 	1942 Sabre Street	Hayward	CA	94545	Alameda	Sabre Street	83,854	Square Feet
	4.09	JPMCB	 	2205 Global Way	Hebron	KY	41048	Boone	2205 Global Way	184,800	Square Feet
	4.10	JPMCB	 	1280 Lakes Parkway	Lawrenceville	GA	30043	Gwinnett	1280 Corporate Lakes	164,383	Square Feet
	4.11	JPMCB	 	11 Boulden Circle	New Castle	DE	19720	New Castle	11 Boulden Circle	122,516	Square Feet
	4.12	JPMCB	 	1300 Lakes Parkway	Lawrenceville	GA	30043	Gwinnett	1300 Corporate Lakes	139,980	Square Feet
	4.13	JPMCB	 	7 Boulden Circle	New Castle	DE	19720	New Castle	7 Boulden Circle	82,118	Square Feet
	4.14	JPMCB	 	2 Boulden Circle	New Castle	DE	19720	New Castle	2 Boulden Circle	61,838	Square Feet
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	Various	Various	Various	Various	AHIP Northeast Portfolio I	612	Rooms
	5.01	GACC	 	5015 Campbell Boulevard	Baltimore	MD	21236	Baltimore	Hilton Garden Inn - Baltimore White Marsh	155	Rooms
	5.02	GACC	 	7686 Industrial Boulevard	Allentown	PA	18106	Lehigh	Homewood Suites - Allentown West Fogelsville	108	Rooms
	5.03	GACC	 	1302 Campus Parkway	Wall Township	NJ	07753	Monmouth	Courtyard by Marriott - Wall at Monmouth Shores	113	Rooms
	5.04	GACC	 	7544 Teague Road	Hanover	MD	21076	Anne Arundel	SpringHill Suites - Arundel Mills BWI Airport	128	Rooms
	5.05	GACC	 	2 Commerce Center Drive	Dover	NJ	07801	Morris	Homewood Suites - Dover Rockaway	108	Rooms
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	Stamford	CT	06902	Fairfield	First Stamford Place	810,471	Square Feet
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	New York	NY	10021	New York	521-523 East 72nd Street	99,316	Square Feet
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	Various	Various	Various	Various	Gateway Net Lease Portfolio	5,296,943	Square Feet
	8.01	JPMCB	 	4300 Airport Expressway	Fort Wayne	IN	46809	Allen	BAE Facility	333,750	Square Feet
	8.02	JPMCB	 	825 Lordship Boulevard	Stratford	CT	06615	Fairfield	FedEx Ground (Stratford)	225,198	Square Feet
	8.03	JPMCB	 	6021 Bethlehem Boulevard	Edgemere	MD	21219	Baltimore	FedEx (Baltimore)	306,016	Square Feet
	8.04	JPMCB	 	30001 Cabot Drive	Novi	MI	48377	Oakland	Harman Becker	188,042	Square Feet
	8.05	JPMCB	 	3720 US Highway 52 South	Lafayette	IN	47905	Tippecanoe	GE Aviation (Lafayette)	306,406	Square Feet
	8.06	JPMCB	 	2155 East GoDaddy Way	Tempe	AZ	85284	Maricopa	GoDaddy	150,000	Square Feet
	8.07	JPMCB	 	16011 Applewhite Road	San Antonio	TX	78264	Bexar	Carrier	517,000	Square Feet
	8.08	JPMCB	 	8686 New Trails Drive	The Woodlands	TX	77381	Montgomery	Emerus	95,640	Square Feet
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	Detroit	MI	48208	Wayne	Cardinal Health	275,951	Square Feet
	8.10	JPMCB	 	501 Shenandoah Drive	Shakopee	MN	55379	Scott	Tyco Electronics	176,648	Square Feet
	8.11	JPMCB	 	2348 FM 464	Seguin	TX	78155	Guadalupe	FCA/Caterpillar	300,000	Square Feet
	8.12	JPMCB	 	7 Industry Way	Staunton	VA	24401	Staunton City	FedEx Ground (Staunton)	225,198	Square Feet
	8.13	JPMCB	 	1 & 3 World Packaging Circle	Franklin	WI	53132	Milwaukee	Quad Packaging (Proteus) - Franklin Business Park	205,000	Square Feet
	8.14	JPMCB	 	2 & 4 World Packaging Circle	Franklin	WI	53132	Milwaukee	Quad Packaging (Transpak) - Franklin Business Park	218,000	Square Feet
	8.15	JPMCB	 	820 Tom Martin Drive	Birmingham	AL	35211	Jefferson	T-Mobile Call Center	66,500	Square Feet
	8.16	JPMCB	 	1727 South Main Street	Dallas	TX	75261	Dallas	Sikorsky Aircraft R&D Facility	150,975	Square Feet
	8.17	JPMCB	 	8580 Evans Avenue	Berkeley	MO	63134	Saint Louis	Vatterott College	90,000	Square Feet
	8.18	JPMCB	 	12645 Corporate Lakes Drive	Fort Myers	FL	33913	Lee	Comcast	57,260	Square Feet
	8.19	JPMCB	 	5400 International Trade Drive	Richmond	VA	23231	Henrico	Alfa Laval Plant	180,252	Square Feet
	8.20	JPMCB	 	5545 Goodwin Lane	New Braunfels	TX	78130	Guadalupe	LKQ (New Braunfels)	98,771	Square Feet
	8.21	JPMCB	 	1375 North 28th Avenue	Irving	TX	75063	Dallas	Hitachi	72,056	Square Feet
	8.22	JPMCB	 	2503 South Main Street	Mansfield	PA	16933	Tioga	Cameron International	75,000	Square Feet
	8.23	JPMCB	 	220 West Schrock Road	Westerville	OH	43081	Franklin	Alliance Data Systems Office	100,800	Square Feet
	8.24	JPMCB	 	140 Wekiva Springs Road	Longwood	FL	32779	Seminole	Synchrony Financial	67,775	Square Feet
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	Kansas City	MO	64158	Clay	Baxalta (Barry Pointe)	16,686	Square Feet
	8.26	JPMCB	 	1385 State Road 436	Casselberry	FL	32707	Seminole	Baxalta (Casselberry)	16,694	Square Feet
	8.27	JPMCB	 	2325 County Road 10	Mounds View	MN	55112	Ramsey	Baxalta (Mounds View)	16,694	Square Feet
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	Grand Rapids	MI	49546	Kent	Baxalta (Grand Rapids)	16,694	Square Feet
	8.29	JPMCB	 	4265 West Tompkins Avenue	Las Vegas	NV	89103	Clark	Gerdau	46,976	Square Feet
	8.30	JPMCB	 	3201 Rib Mountain Drive	Wausau	WI	54401	Marathon	Baxalta (Wausau)	16,694	Square Feet
	8.31	JPMCB	 	1815 McCurry Road	Springfield	MO	65807	Greene	Baxalta (Springfield)	16,694	Square Feet
	8.32	JPMCB	 	1001 Carrier Drive	Charlotte	NC	28216	Mecklenburg	LKQ (Salisbury)	205,100	Square Feet
	8.33	JPMCB	 	725 Southeast Oralabor Road	Ankeny	IA	50021	Polk	Baxalta (Ankeny)	16,694	Square Feet
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	San Antonio	TX	78220	Bexar	H&E Equipment Services (San Antonio)	26,535	Square Feet
	8.35	JPMCB	 	4202 Almonaster Avenue	New Orleans	LA	70126	Orleans	H&E Equipment Services (New Orleans)	18,808	Square Feet
	8.36	JPMCB	 	2705 Gateway Drive	Pompano Beach	FL	33069	Broward	GE Aviation (Pompano)	30,892	Square Feet
	8.37	JPMCB	 	30 Sibley Drive	Russellville	AL	35654	Franklin	Saint-Gobain Warehouse	102,950	Square Feet
	8.38	JPMCB	 	1031 Buckner Park Drive	Columbia	SC	29203	Richland	H&E Equipment Services (Columbia)	19,380	Square Feet
	8.39	JPMCB	 	10700 Northwest 4th Street	Yukon	OK	73099	Canadian	H&E Equipment Services (Yukon)	19,608	Square Feet
	8.40	JPMCB	 	6180 Hagman Road	Toledo	OH	43612	Lucas	LKQ (Toledo)	207,998	Square Feet
	8.41	JPMCB	 	585 Brookshire Road	Greer	SC	29651	Spartanburg	H&E Equipment Services (Greer)	19,608	Square Feet



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size 	Measure
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	Various	Various	Various	Various	Starwood Capital Group Hotel Portfolio	6,366	Rooms
	9.01	JPMCB	 	748 North Mathilda Avenue	Sunnyvale	CA	94085	Santa Clara	Larkspur Landing Sunnyvale	126	Rooms
	9.02	JPMCB	 	40 Ranch Drive	Milpitas	CA	95035	Santa Clara	Larkspur Landing Milpitas	124	Rooms
	9.03	JPMCB	 	550 West Hamilton Avenue	Campbell	CA	95008	Santa Clara	Larkspur Landing Campbell	117	Rooms
	9.04	JPMCB	 	690 Gateway Boulevard	South San Francisco	CA	94080	San Mateo	Larkspur Landing San Francisco	111	Rooms
	9.05	JPMCB	 	5535 Johnson Drive	Pleasanton	CA	94588	Alameda	Larkspur Landing Pleasanton	124	Rooms
	9.06	JPMCB	 	15805 Southeast 37th Street	Bellevue	WA	98006	King	Larkspur Landing Bellevue	126	Rooms
	9.07	JPMCB	 	555 Howe Avenue	Sacramento	CA	95825	Sacramento	Larkspur Landing Sacramento	124	Rooms
	9.08	JPMCB	 	2300 Green Road	Ann Arbor	MI	48105	Washtenaw	Hampton Inn Ann Arbor North	129	Rooms
	9.09	JPMCB	 	3133 Northeast Shute Road	Hillsboro	OR	97124	Washington	Larkspur Landing Hillsboro	124	Rooms
	9.10	JPMCB	 	1701 East Valley Road	Renton	WA	98057	King	Larkspur Landing Renton	127	Rooms
	9.11	JPMCB	 	1311 Wet N Wild Way	Arlington	TX	76011	Tarrant	Holiday Inn Arlington Northeast Rangers Ballpark	147	Rooms
	9.12	JPMCB	 	1370 Arrowhead Drive	Maumee	OH	43537	Lucas	Residence Inn Toledo Maumee	108	Rooms
	9.13	JPMCB	 	1648 Richmond Road	Williamsburg	VA	23185	Williamsburg City	Residence Inn Williamsburg	108	Rooms
	9.14	JPMCB	 	2501 Marketplace Drive	Waco	TX	76711	McLennan	Hampton Inn Suites Waco South	123	Rooms
	9.15	JPMCB	 	447 Farmington Avenue	Louisville	KY	40209	Jefferson	Holiday Inn Louisville Airport Fair Expo	106	Rooms
	9.16	JPMCB	 	7424 South Broadway Avenue	Tyler	TX	75703	Smith	Courtyard Tyler	121	Rooms
	9.17	JPMCB	 	50 Raritan Center Parkway	Edison	NJ	08837	Middlesex	Hilton Garden Inn Edison Raritan Center	132	Rooms
	9.18	JPMCB	 	420 Inwood Avenue North	Oakdale	MN	55128	Washington	Hilton Garden Inn St Paul Oakdale	116	Rooms
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	Grandville	MI	49418	Kent	Residence Inn Grand Rapids West	90	Rooms
	9.20	JPMCB	 	8435 West Paradise Lane	Peoria	AZ	85382	Maricopa	Peoria, AZ Residence Inn	90	Rooms
	9.21	JPMCB	 	320 South Towanda Avenue	Normal	IL	61761	McLean	Hampton Inn Suites Bloomington Normal	128	Rooms
	9.22	JPMCB	 	2481 Carmichael Drive	Chico	CA	95928	Butte	Courtyard Chico	90	Rooms
	9.23	JPMCB	 	2920 South Reed Road	Kokomo	IN	46902	Howard	Hampton Inn Suites Kokomo	105	Rooms
	9.24	JPMCB	 	52709 State Road 933	South Bend	IN	46637	Saint Joseph	Hampton Inn Suites South Bend	117	Rooms
	9.25	JPMCB	 	3800 Tarry Street	Wichita Falls	TX	76308	Wichita	Courtyard Wichita Falls	93	Rooms
	9.26	JPMCB	 	4035 Arendell Street	Morehead City	NC	28557	Carteret	Hampton Inn Morehead	118	Rooms
	9.27	JPMCB	 	2485 Carmichael Drive	Chico	CA	95928	Butte	Residence Inn Chico	78	Rooms
	9.28	JPMCB	 	2130 South First Street	Lufkin	TX	75901	Angelina	Courtyard Lufkin	101	Rooms
	9.29	JPMCB	 	1164 Harrisburg Pike	Carlisle	PA	17013	Cumberland	Hampton Inn Carlisle	97	Rooms
	9.30	JPMCB	 	1644 Richmond Road	Williamsburg	VA	23185	Williamsburg City	Springhill Suites Williamsburg	120	Rooms
	9.31	JPMCB	 	120 South Fairfield Drive	Bloomington	IN	47404	Monroe	Fairfield Inn Bloomington	105	Rooms
	9.32	JPMCB	 	501 South University	Waco	TX	76706	McLennan	Waco Residence Inn	78	Rooms
	9.33	JPMCB	 	9791 North by Northeast Boulevard	Fishers	IN	46037	Hamilton	Holiday Inn Express Fishers	115	Rooms
	9.34	JPMCB	 	121 Iron Point Road	Folsom	CA	95630	Sacramento	Larkspur Landing Folsom	84	Rooms
	9.35	JPMCB	 	4305 Weaver Parkway	Warrenville	IL	60555	DuPage	Springhill Suites Chicago Naperville Warrenville	128	Rooms
	9.36	JPMCB	 	3025 Northeast Loop 286	Paris	TX	75460	Lamar	Holiday Inn Express & Suites Paris	84	Rooms
	9.37	JPMCB	 	1410 Arrowhead Drive	Maumee	OH	43537	Lucas	Toledo Homewood Suites	78	Rooms
	9.38	JPMCB	 	3920 Stahl Drive	Grand Rapids	MI	49546	Kent	Grand Rapids Homewood Suites	78	Rooms
	9.39	JPMCB	 	1415 Stillwater Avenue	Cheyenne	WY	82009	Laramie	Cheyenne Fairfield Inn and Suites	60	Rooms
	9.40	JPMCB	 	13700 Baltimore Avenue	Laurel	MD	20707	Prince Georges	Fairfield Inn Laurel	109	Rooms
	9.41	JPMCB	 	4047 Bridgewater Parkway	Stow	OH	44224	Summit	Courtyard Akron Stow	101	Rooms
	9.42	JPMCB	 	1931 Taylor Road	Roseville	CA	95661	Placer	Larkspur Landing Roseville	90	Rooms
	9.43	JPMCB	 	105 South Franklin Road	Bloomington	IN	47404	Monroe	Towneplace Suites Bloomington	83	Rooms
	9.44	JPMCB	 	97 Old Valley School Road	Danville	PA	17821	Montour	Hampton Inn Danville	71	Rooms
	9.45	JPMCB	 	10 Laura Boulevard	Norwich	CT	06360	New London	Holiday Inn Norwich	135	Rooms
	9.46	JPMCB	 	3044 North Eastman Road	Longview	TX	75605	Gregg	Hampton Inn Suites Longview North	91	Rooms
	9.47	JPMCB	 	2701 West Lake Avenue	Peoria	IL	61615	Peoria	Springhill Suites Peoria Westlake	124	Rooms
	9.48	JPMCB	 	1201 Cabelas Drive	Buda	TX	78610	Hays	Hampton Inn Suites Buda	74	Rooms
	9.49	JPMCB	 	4851 North Kickapoo	Shawnee	OK	74804	Pottawatomie	Shawnee Hampton Inn	63	Rooms
	9.50	JPMCB	 	6421 Washington Avenue	Racine	WI	53406	Racine	Racine Fairfield Inn	62	Rooms
	9.51	JPMCB	 	3 Stetler Avenue	Shamokin Dam	PA	17876	Snyder	Hampton Inn Selinsgrove Shamokin Dam	75	Rooms
	9.52	JPMCB	 	300 Tanger Drive	Terrell	TX	75160	Kaufman	Holiday Inn Express & Suites Terrell	68	Rooms
	9.53	JPMCB	 	2424 Rogerdale Road	Houston	TX	77042	Harris	Westchase Homewood Suites	96	Rooms
	9.54	JPMCB	 	2421 East Southeast Loop 323	Tyler	TX	75701	Smith	Holiday Inn Express & Suites Tyler South	88	Rooms
	9.55	JPMCB	 	148 Interstate 45 South	Huntsville	TX	77340	Walker	Holiday Inn Express & Suites Huntsville	87	Rooms
	9.56	JPMCB	 	302 Southeast Georgia Avenue	Sweetwater	TX	79556	Nolan	Hampton Inn Sweetwater	72	Rooms
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	Buda	TX	78610	Hays	Comfort Suites Buda Austin South	72	Rooms
	9.58	JPMCB	 	175 Alford Drive	Weatherford	TX	76087	Parker	Fairfield Inn & Suites Weatherford	86	Rooms
	9.59	JPMCB	 	2812 East Broadway	Altus	OK	73521	Jackson	Holiday Inn Express & Suites Altus	68	Rooms
	9.60	JPMCB	 	3035 Northeast Loop 286	Paris	TX	75460	Lamar	Comfort Inn & Suites Paris	56	Rooms
	9.61	JPMCB	 	110 South Highway 81/287	Decatur	TX	76234	Wise	Hampton Inn Suites Decatur	74	Rooms
	9.62	JPMCB	 	5210 Crossroads Parkway	Texarkana	AR	71854	Miller	Holiday Inn Express & Suites Texarkana East	88	Rooms
	9.63	JPMCB	 	141 Apache Place	Mankato	MN	56001	Blue Earth	Mankato Fairfield Inn	61	Rooms
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	Texarkana	TX	75503	Bowie	Candlewood Suites Texarkana	80	Rooms
	9.65	JPMCB	 	20611 Highway 59	Humble	TX	77338	Harris	Country Inn & Suites Houston Intercontinental Airport East	62	Rooms
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	New York	NY	10153	New York	General Motors Building	1,989,983	Square Feet
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	Various	OH	Various	Various	IRG Portfolio	3,882,884	Square Feet
	11.01	GACC	 	23555 Euclid Avenue	Euclid	OH	44117	Cuyahoga	HBP Euclid	1,600,000	Square Feet
	11.02	GACC	 	1204-1210 Massillon Road	Akron	OH	44306	Summit	LMA Massillon & Building E	879,582	Square Feet
	11.03	GACC	 	1204-1210 Massillon Road	Akron	OH	44306	Summit	LMA Building D	773,483	Square Feet
	11.04	GACC	 	655 North River Road Northwest	Warren	OH	44483	Trumbull	NRR Commerce	256,000	Square Feet
	11.05	GACC	 	16485 Rockside Road	Maple Heights	OH	44137	Cuyahoga	Rockside Commerce	373,799	Square Feet
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	Austin	TX	78705	Travis	Villas at San Gabriel	396	Beds
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	Worcester	MA	01607	Worcester	150 Blackstone River Road	619,669	Square Feet
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	Irving	TX	75063	Dallas	Sheraton DFW	302	Rooms
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	New York	NY	10167	New York	245 Park Avenue	1,723,993	Square Feet



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size 	Measure
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	Various	Various	Various	Various	Walgreens Witkoff Portfolio	93,694	Square Feet
	16.01	GACC	 	220 Grafton Street	Worcester	MA	01604	Worcester	Worcester	13,354	Square Feet
	16.02	GACC	 	2968 Acushnet Avenue	New Bedford	MA	02745	Bristol	New Bedford	15,272	Square Feet
	16.03	GACC	 	1579 Forest Avenue	Staten Island	NY	10302	Richmond	Staten Island	11,056	Square Feet
	16.04	GACC	 	741 Roosevelt Trail	Windham	ME	04062	Cumberland	Windham	15,331	Square Feet
	16.05	GACC	 	1041 Route 28	South Yarmouth	MA	02664	Barnstable	Yarmouth	9,996	Square Feet
	16.06	GACC	 	288 Sandown Road	East Hampstead	NH	03826	Rockingham	Hampstead	15,035	Square Feet
	16.07	GACC	 	343 South Broad Street	Woodbury	NJ	08096	Gloucester	Woodbury	13,650	Square Feet
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	Dallas	TX	75252	Collin	Preston Plaza	259,009	Square Feet
	18	GACC	Karlin Cap Center, LLC	Various	Rancho Cordova	CA	95670	Sacramento	Capital Centers II & III	530,365	Square Feet
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	Rancho Cordova	CA	95670	Sacramento	Capital Center II	313,266	Square Feet
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	Rancho Cordova	CA	95670	Sacramento	Capital Center III	217,099	Square Feet
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	Various	Various	Various	Various	Lightstone Portfolio	778	Rooms
	19.01	GACC	 	11281 Summerlin Square Drive	Fort Myers Beach	FL	33931	Lee	Hampton Inn & Suites Ft. Myers Beach	120	Rooms
	19.02	GACC	 	1103 South 52nd Street	Rogers	AR	72758	Benton	aloft Rogers Bentonville	130	Rooms
	19.03	GACC	 	10333 North Mall Drive	Baton Rouge	LA	70809	East Baton Rouge	Residence Inn Baton Rouge Siegen Lane	108	Rooms
	19.04	GACC	 	10307 North Mall Drive	Baton Rouge	LA	70809	East Baton Rouge	Courtyard Baton Rouge Siegen Lane	121	Rooms
	19.05	GACC	 	5424 Citrus Boulevard	Harahan	LA	70123	Jefferson	TownePlace Suites New Orleans Metairie	124	Rooms
	19.06	GACC	 	3408 Access Road	Jonesboro	AR	72401	Craighead	Fairfield Inn & Suites Jonesboro	83	Rooms
	19.07	GACC	 	5437 South 48th Street	Springdale	AR	72762	Washington	TownePlace Suites Fayetteville North Springdale	92	Rooms
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	Irvine	CA	92612	Orange	18301 Von Karman	228,121	Square Feet
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	Chicago	IL	60614	Cook	Fullerton Plaza	125,729	Square Feet
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	Cupertino	CA	95014	Santa Clara	Torre Plaza	88,580	Square Feet
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	Indianapolis	IN	46214	Marion	Covance Business Center	333,600	Square Feet
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	Truckee	CA	96161	Nevada	Best Western Plus Truckee	100	Rooms
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	Irvine	CA	92612	Orange	18401 Von Karman	114,724	Square Feet
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	St. Petersburg	FL	33705	Pinellas	Staybridge Suites St. Petersburg	119	Rooms
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	Philadelphia	PA	19123	Philadelphia	Mural Lofts	59	Units
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	Various	Various	Various	Various	EIP Logistics Portfolio	#######	Square Feet
	28.01	GACC	 	495 Radio Station Road	Strasburg	VA	22657	Shenandoah	Mercury Paper, Inc.	407,248	Square Feet
	28.02	GACC	 	200 Frenchtown Road	North Kingstown	RI	02852	Washington	Precision Park	677,222	Square Feet
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	Olympia	WA	98502	Thurston	Haggen Food & Pharmacy	74,607	Square Feet
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	Amarillo	TX	79124	Potter	Home2 Suites Amarillo	92	Rooms
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	Rome	GA	30161	Floyd	Hampton Inn & Suites Rome	90	Rooms
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	Dallas	TX	75235	Collin	Preston Trail Atrium	124,586	Square Feet
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	New Orleans	LA	70119	Orleans	CVS New Orleans	13,600	Square Feet
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	Oakland	CA	94607	Alameda	Bay Bridge Industrial Center	199,291	Square Feet
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	Poughkeepsie	NY	12603	Dutchess	Bank of America Building	35,083	Square Feet
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	Winter Park	FL	32789	Orange	Wells Fargo Financial Center	40,549	Square Feet
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	Dallas	TX	75247	Dallas	1250 Mockingbird	117,314	Square Feet
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	Houston	TX	77018	Harris	The Grove at 43rd Apartments	80	Units
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	Houston	TX	77043	Harris	Brittmoore Industrial Park	72,000	Square Feet
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	San Francisco	CA	94103	San Francisco	11th & Kissling	24	Units
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	Sylacauga	AL	35151	Talladega	PPHC Manufacturing Facility	114,000	Square Feet




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Mortgage Rate in Effect at Origination (%) 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 	 Original Principal Balance 	 Cut-off Principal Balance 	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	                                       3.63650	3.62110	                               70,000,000	                       70,000,000.00	120	118	08/06/27	360	360
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	                                       3.70250	3.68710	                               69,000,000	                       68,859,924.64	120	119	09/06/27	300	299
	2.01	GACC	 	600 Mystic Valley Parkway	                                       3.70250	 	                               12,556,073	                       12,530,583.01	120	119	 	300	299
	2.02	GACC	 	1 Merrill Street	                                       3.70250	 	                                 5,982,790	                         5,970,644.96	120	119	 	300	299
	2.03	GACC	 	3969 North Rancho Drive	                                       3.70250	 	                                 5,768,656	                         5,756,944.85	120	119	 	300	299
	2.04	GACC	 	1200 West Fullerton Avenue	                                       3.70250	 	                                 5,379,320	                         5,368,399.79	120	119	 	300	299
	2.05	GACC	 	20A Sheridan Boulevard	                                       3.70250	 	                                 4,736,916	                         4,727,300.02	120	119	 	300	299
	2.06	GACC	 	139 Broadway	                                       3.70250	 	                                 3,919,312	                         3,911,355.28	120	119	 	300	299
	2.07	GACC	 	3029 Fairfield Avenue	                                       3.70250	 	                                 3,228,241	                         3,221,687.37	120	119	 	300	299
	2.08	GACC	 	230-240 Maple Avenue	                                       3.70250	 	                                 2,816,194	                         2,810,477.26	120	119	 	300	299
	2.09	GACC	 	3527 Ivar Avenue	                                       3.70250	 	                                 2,670,193	                         2,664,772.32	120	119	 	300	299
	2.10	GACC	 	1535 Round Rock Avenue	                                       3.70250	 	                                 2,485,259	                         2,480,213.85	120	119	 	300	299
	2.11	GACC	 	1301 East Route 66	                                       3.70250	 	                                 2,446,325	                         2,441,359.24	120	119	 	300	299
	2.12	GACC	 	2813 Texas Avenue South	                                       3.70250	 	                                 2,430,103	                         2,425,169.68	120	119	 	300	299
	2.13	GACC	 	2455 West Tarrant Road	                                       3.70250	 	                                 2,066,723	                         2,062,527.69	120	119	 	300	299
	2.14	GACC	 	7225 South Hulen Street	                                       3.70250	 	                                 1,901,255	                         1,897,395.18	120	119	 	300	299
	2.15	GACC	 	3885 Milam Street	                                       3.70250	 	                                 1,732,543	                         1,729,026.27	120	119	 	300	299
	2.16	GACC	 	1103 West Highway 287 Bypass	                                       3.70250	 	                                 1,713,076	                         1,709,598.69	120	119	 	300	299
	2.17	GACC	 	12540 South Rogers Road	                                       3.70250	 	                                 1,635,209	                         1,631,889.47	120	119	 	300	299
	2.18	GACC	 	1641 South Kingshighway Boulevard	                                       3.70250	 	                                 1,229,652	                         1,227,155.38	120	119	 	300	299
	2.19	GACC	 	9302 Interstate 30	                                       3.70250	 	                                 1,184,229	                         1,181,825.27	120	119	 	300	299
	2.20	GACC	 	611 Blackwood Clementon Road	                                       3.70250	 	                                 1,180,985	                         1,178,587.25	120	119	 	300	299
	2.21	GACC	 	1301 Monticello Avenue	                                       3.70250	 	                                    983,072	                             981,076.71	120	119	 	300	299
	2.22	GACC	 	5600 Business Avenue	                                       3.70250	 	                                    953,872	                             951,935.08	120	119	 	300	299
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	                                       3.60000	3.58460	                               64,000,000	                       64,000,000.00	121	121	11/01/27	0	0
	4	JPMCB	Treeview Industrial I LLC	Various	                                       4.24400	4.23170	                               60,000,000	                       60,000,000.00	120	118	08/01/27	0	0
	4.01	JPMCB	 	9999 Olson Drive	                                       4.24400	 	                                 9,743,378	                         9,743,377.92	120	118	 	0	0
	4.02	JPMCB	 	1405 Worldwide Boulevard	                                       4.24400	 	                                 8,116,901	                         8,116,900.80	120	118	 	0	0
	4.03	JPMCB	 	1200 Worldwide Boulevard	                                       4.24400	 	                                 7,807,094	                         7,807,094.40	120	118	 	0	0
	4.04	JPMCB	 	1790 South 5200 West	                                       4.24400	 	                                 6,815,717	                         6,815,717.28	120	118	 	0	0
	4.05	JPMCB	 	1100 Laval Boulevard	                                       4.24400	 	                                 4,492,177	                         4,492,177.44	120	118	 	0	0
	4.06	JPMCB	 	2101 Design Road	                                       4.24400	 	                                 3,950,018	                         3,950,017.92	120	118	 	0	0
	4.07	JPMCB	 	2055 Global Way	                                       4.24400	 	                                 3,438,839	                         3,438,839.04	120	118	 	0	0
	4.08	JPMCB	 	1942 Sabre Street	                                       4.24400	 	                                 3,259,152	                         3,259,152.00	120	118	 	0	0
	4.09	JPMCB	 	2205 Global Way	                                       4.24400	 	                                 3,098,053	                         3,098,053.44	120	118	 	0	0
	4.10	JPMCB	 	1280 Lakes Parkway	                                       4.24400	 	                                 2,478,443	                         2,478,442.56	120	118	 	0	0
	4.11	JPMCB	 	11 Boulden Circle	                                       4.24400	 	                                 2,416,482	                         2,416,481.76	120	118	 	0	0
	4.12	JPMCB	 	1300 Lakes Parkway	                                       4.24400	 	                                 2,168,638	                         2,168,637.60	120	118	 	0	0
	4.13	JPMCB	 	7 Boulden Circle	                                       4.24400	 	                                 1,130,789	                         1,130,789.28	120	118	 	0	0
	4.14	JPMCB	 	2 Boulden Circle	                                       4.24400	 	                                 1,084,319	                         1,084,318.56	120	118	 	0	0
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	                                       4.53000	4.51460	                               55,000,000	                       55,000,000.00	120	117	07/06/27	360	360
	5.01	GACC	 	5015 Campbell Boulevard	                                       4.53000	 	                               15,745,967	                       15,745,967.39	120	117	 	360	360
	5.02	GACC	 	7686 Industrial Boulevard	                                       4.53000	 	                               10,645,161	                       10,645,161.49	120	117	 	360	360
	5.03	GACC	 	1302 Campus Parkway	                                       4.53000	 	                               10,423,387	                       10,423,387.43	120	117	 	360	360
	5.04	GACC	 	7544 Teague Road	                                       4.53000	 	                               10,201,613	                       10,201,612.57	120	117	 	360	360
	5.05	GACC	 	2 Commerce Center Drive	                                       4.53000	 	                                 7,983,871	                         7,983,871.12	120	117	 	360	360
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	                                       4.08780	4.07550	                               54,800,000	                       54,800,000.00	120	117	07/01/27	0	0
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	                                       3.95000	3.93460	                               50,000,000	                       50,000,000.00	120	118	08/01/27	0	0
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	                                       3.56283	3.55053	                               50,000,000	                       50,000,000.00	84	80	06/05/24	0	0
	8.01	JPMCB	 	4300 Airport Expressway	                                       3.56283	 	                                 4,164,436	                         4,164,435.95	84	80	 	0	0
	8.02	JPMCB	 	825 Lordship Boulevard	                                       3.56283	 	                                 4,011,472	                         4,011,472.28	84	80	 	0	0
	8.03	JPMCB	 	6021 Bethlehem Boulevard	                                       3.56283	 	                                 3,693,117	                         3,693,116.63	84	80	 	0	0
	8.04	JPMCB	 	30001 Cabot Drive	                                       3.56283	 	                                 2,941,683	                         2,941,682.60	84	80	 	0	0
	8.05	JPMCB	 	3720 US Highway 52 South	                                       3.56283	 	                                 2,802,103	                         2,802,103.25	84	80	 	0	0
	8.06	JPMCB	 	2155 East GoDaddy Way	                                       3.56283	 	                                 2,483,748	                         2,483,747.61	84	80	 	0	0
	8.07	JPMCB	 	16011 Applewhite Road	                                       3.56283	 	                                 2,451,243	                         2,451,242.83	84	80	 	0	0
	8.08	JPMCB	 	8686 New Trails Drive	                                       3.56283	 	                                 1,993,308	                         1,993,307.84	84	80	 	0	0
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	                                       3.56283	 	                                 1,938,815	                         1,938,814.53	84	80	 	0	0
	8.10	JPMCB	 	501 Shenandoah Drive	                                       3.56283	 	                                 1,919,694	                         1,919,694.07	84	80	 	0	0
	8.11	JPMCB	 	2348 FM 464	                                       3.56283	 	                                 1,808,795	                         1,808,795.41	84	80	 	0	0
	8.12	JPMCB	 	7 Industry Way	                                       3.56283	 	                                 1,521,989	                         1,521,988.53	84	80	 	0	0
	8.13	JPMCB	 	1 & 3 World Packaging Circle	                                       3.56283	 	                                 1,273,423	                         1,273,422.56	84	80	 	0	0
	8.14	JPMCB	 	2 & 4 World Packaging Circle	                                       3.56283	 	                                 1,260,994	                         1,260,994.26	84	80	 	0	0
	8.15	JPMCB	 	820 Tom Martin Drive	                                       3.56283	 	                                 1,176,864	                         1,176,864.24	84	80	 	0	0
	8.16	JPMCB	 	1727 South Main Street	                                       3.56283	 	                                 1,139,579	                         1,139,579.35	84	80	 	0	0
	8.17	JPMCB	 	8580 Evans Avenue	                                       3.56283	 	                                 1,057,361	                         1,057,361.38	84	80	 	0	0
	8.18	JPMCB	 	12645 Corporate Lakes Drive	                                       3.56283	 	                                    948,375	                             948,374.76	84	80	 	0	0
	8.19	JPMCB	 	5400 International Trade Drive	                                       3.56283	 	                                    865,201	                             865,200.76	84	80	 	0	0
	8.20	JPMCB	 	5545 Goodwin Lane	                                       3.56283	 	                                    853,728	                             853,728.49	84	80	 	0	0
	8.21	JPMCB	 	1375 North 28th Avenue	                                       3.56283	 	                                    815,488	                             815,487.57	84	80	 	0	0
	8.22	JPMCB	 	2503 South Main Street	                                       3.56283	 	                                    775,335	                             775,334.61	84	80	 	0	0
	8.23	JPMCB	 	220 West Schrock Road	                                       3.56283	 	                                    735,182	                             735,181.64	84	80	 	0	0
	8.24	JPMCB	 	140 Wekiva Springs Road	                                       3.56283	 	                                    684,512	                             684,512.43	84	80	 	0	0
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	                                       3.56283	 	                                    524,857	                             524,856.60	84	80	 	0	0
	8.26	JPMCB	 	1385 State Road 436	                                       3.56283	 	                                    500,000	                             500,000.00	84	80	 	0	0
	8.27	JPMCB	 	2325 County Road 10	                                       3.56283	 	                                    472,275	                             472,275.33	84	80	 	0	0
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	                                       3.56283	 	                                    471,319	                             471,319.31	84	80	 	0	0
	8.29	JPMCB	 	4265 West Tompkins Avenue	                                       3.56283	 	                                    471,319	                             471,319.31	84	80	 	0	0
	8.30	JPMCB	 	3201 Rib Mountain Drive	                                       3.56283	 	                                    458,891	                             458,891.01	84	80	 	0	0
	8.31	JPMCB	 	1815 McCurry Road	                                       3.56283	 	                                    445,507	                             445,506.69	84	80	 	0	0
	8.32	JPMCB	 	1001 Carrier Drive	                                       3.56283	 	                                    445,507	                             445,506.69	84	80	 	0	0
	8.33	JPMCB	 	725 Southeast Oralabor Road	                                       3.56283	 	                                    420,650	                             420,650.10	84	80	 	0	0
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	                                       3.56283	 	                                    369,025	                             369,024.86	84	80	 	0	0
	8.35	JPMCB	 	4202 Almonaster Avenue	                                       3.56283	 	                                    347,036	                             347,036.33	84	80	 	0	0
	8.36	JPMCB	 	2705 Gateway Drive	                                       3.56283	 	                                    325,048	                             325,047.80	84	80	 	0	0
	8.37	JPMCB	 	30 Sibley Drive	                                       3.56283	 	                                    292,543	                             292,543.02	84	80	 	0	0
	8.38	JPMCB	 	1031 Buckner Park Drive	                                       3.56283	 	                                    289,675	                             289,674.95	84	80	 	0	0
	8.39	JPMCB	 	10700 Northwest 4th Street	                                       3.56283	 	                                    285,851	                             285,850.86	84	80	 	0	0
	8.40	JPMCB	 	6180 Hagman Road	                                       3.56283	 	                                    284,895	                             284,894.84	84	80	 	0	0
	8.41	JPMCB	 	585 Brookshire Road	                                       3.56283	 	                                    279,159	                             279,158.70	84	80	 	0	0



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Mortgage Rate in Effect at Origination (%) 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 	 Original Principal Balance 	 Cut-off Principal Balance 	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	                                       4.48600	4.47370	                               46,817,500	                       46,817,500.00	120	116	06/01/27	0	0
	9.01	JPMCB	 	748 North Mathilda Avenue	                                       4.48600	 	                                 2,762,973	                         2,762,973.20	120	116	 	0	0
	9.02	JPMCB	 	40 Ranch Drive	                                       4.48600	 	                                 2,328,110	                         2,328,109.85	120	116	 	0	0
	9.03	JPMCB	 	550 West Hamilton Avenue	                                       4.48600	 	                                 2,047,040	                         2,047,039.65	120	116	 	0	0
	9.04	JPMCB	 	690 Gateway Boulevard	                                       4.48600	 	                                 1,686,421	                         1,686,421.30	120	116	 	0	0
	9.05	JPMCB	 	5535 Johnson Drive	                                       4.48600	 	                                 1,649,299	                         1,649,298.76	120	116	 	0	0
	9.06	JPMCB	 	15805 Southeast 37th Street	                                       4.48600	 	                                 1,468,990	                         1,468,989.63	120	116	 	0	0
	9.07	JPMCB	 	555 Howe Avenue	                                       4.48600	 	                                 1,097,765	                         1,097,764.82	120	116	 	0	0
	9.08	JPMCB	 	2300 Green Road	                                       4.48600	 	                                 1,071,249	                         1,071,248.74	120	116	 	0	0
	9.09	JPMCB	 	3133 Northeast Shute Road	                                       4.48600	 	                                 1,071,249	                         1,071,248.74	120	116	 	0	0
	9.10	JPMCB	 	1701 East Valley Road	                                       4.48600	 	                                 1,060,642	                         1,060,642.28	120	116	 	0	0
	9.11	JPMCB	 	1311 Wet N Wild Way	                                       4.48600	 	                                 1,018,217	                         1,018,216.59	120	116	 	0	0
	9.12	JPMCB	 	1370 Arrowhead Drive	                                       4.48600	 	                                 1,007,610	                         1,007,610.21	120	116	 	0	0
	9.13	JPMCB	 	1648 Richmond Road	                                       4.48600	 	                                    965,185	                             965,184.52	120	116	 	0	0
	9.14	JPMCB	 	2501 Marketplace Drive	                                       4.48600	 	                                    890,940	                             890,939.53	120	116	 	0	0
	9.15	JPMCB	 	447 Farmington Avenue	                                       4.48600	 	                                    875,030	                             875,029.92	120	116	 	0	0
	9.16	JPMCB	 	7424 South Broadway Avenue	                                       4.48600	 	                                    859,120	                             859,120.30	120	116	 	0	0
	9.17	JPMCB	 	50 Raritan Center Parkway	                                       4.48600	 	                                    859,120	                             859,120.30	120	116	 	0	0
	9.18	JPMCB	 	420 Inwood Avenue North	                                       4.48600	 	                                    848,514	                             848,513.84	120	116	 	0	0
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	                                       4.48600	 	                                    837,907	                             837,907.46	120	116	 	0	0
	9.20	JPMCB	 	8435 West Paradise Lane	                                       4.48600	 	                                    832,604	                             832,604.23	120	116	 	0	0
	9.21	JPMCB	 	320 South Towanda Avenue	                                       4.48600	 	                                    827,301	                             827,301.00	120	116	 	0	0
	9.22	JPMCB	 	2481 Carmichael Drive	                                       4.48600	 	                                    811,391	                             811,391.38	120	116	 	0	0
	9.23	JPMCB	 	2920 South Reed Road	                                       4.48600	 	                                    784,875	                             784,875.31	120	116	 	0	0
	9.24	JPMCB	 	52709 State Road 933	                                       4.48600	 	                                    784,875	                             784,875.31	120	116	 	0	0
	9.25	JPMCB	 	3800 Tarry Street	                                       4.48600	 	                                    747,753	                             747,752.85	120	116	 	0	0
	9.26	JPMCB	 	4035 Arendell Street	                                       4.48600	 	                                    726,540	                             726,540.01	120	116	 	0	0
	9.27	JPMCB	 	2485 Carmichael Drive	                                       4.48600	 	                                    705,327	                             705,327.16	120	116	 	0	0
	9.28	JPMCB	 	2130 South First Street	                                       4.48600	 	                                    673,508	                             673,507.86	120	116	 	0	0
	9.29	JPMCB	 	1164 Harrisburg Pike	                                       4.48600	 	                                    668,205	                             668,204.63	120	116	 	0	0
	9.30	JPMCB	 	1644 Richmond Road	                                       4.48600	 	                                    668,205	                             668,204.63	120	116	 	0	0
	9.31	JPMCB	 	120 South Fairfield Drive	                                       4.48600	 	                                    662,901	                             662,901.48	120	116	 	0	0
	9.32	JPMCB	 	501 South University	                                       4.48600	 	                                    646,992	                             646,991.78	120	116	 	0	0
	9.33	JPMCB	 	9791 North by Northeast Boulevard	                                       4.48600	 	                                    604,566	                             604,566.09	120	116	 	0	0
	9.34	JPMCB	 	121 Iron Point Road	                                       4.48600	 	                                    588,656	                             588,656.48	120	116	 	0	0
	9.35	JPMCB	 	4305 Weaver Parkway	                                       4.48600	 	                                    556,837	                             556,837.18	120	116	 	0	0
	9.36	JPMCB	 	3025 Northeast Loop 286	                                       4.48600	 	                                    551,534	                             551,534.03	120	116	 	0	0
	9.37	JPMCB	 	1410 Arrowhead Drive	                                       4.48600	 	                                    551,534	                             551,534.03	120	116	 	0	0
	9.38	JPMCB	 	3920 Stahl Drive	                                       4.48600	 	                                    535,624	                             535,624.33	120	116	 	0	0
	9.39	JPMCB	 	1415 Stillwater Avenue	                                       4.48600	 	                                    498,502	                             498,501.87	120	116	 	0	0
	9.40	JPMCB	 	13700 Baltimore Avenue	                                       4.48600	 	                                    498,502	                             498,501.87	120	116	 	0	0
	9.41	JPMCB	 	4047 Bridgewater Parkway	                                       4.48600	 	                                    487,895	                             487,895.49	120	116	 	0	0
	9.42	JPMCB	 	1931 Taylor Road	                                       4.48600	 	                                    461,379	                             461,379.42	120	116	 	0	0
	9.43	JPMCB	 	105 South Franklin Road	                                       4.48600	 	                                    461,379	                             461,379.42	120	116	 	0	0
	9.44	JPMCB	 	97 Old Valley School Road	                                       4.48600	 	                                    456,076	                             456,076.19	120	116	 	0	0
	9.45	JPMCB	 	10 Laura Boulevard	                                       4.48600	 	                                    450,773	                             450,772.96	120	116	 	0	0
	9.46	JPMCB	 	3044 North Eastman Road	                                       4.48600	 	                                    445,470	                             445,469.81	120	116	 	0	0
	9.47	JPMCB	 	2701 West Lake Avenue	                                       4.48600	 	                                    445,470	                             445,469.81	120	116	 	0	0
	9.48	JPMCB	 	1201 Cabelas Drive	                                       4.48600	 	                                    440,167	                             440,166.57	120	116	 	0	0
	9.49	JPMCB	 	4851 North Kickapoo	                                       4.48600	 	                                    440,167	                             440,166.57	120	116	 	0	0
	9.50	JPMCB	 	6421 Washington Avenue	                                       4.48600	 	                                    429,560	                             429,560.11	120	116	 	0	0
	9.51	JPMCB	 	3 Stetler Avenue	                                       4.48600	 	                                    418,954	                             418,953.73	120	116	 	0	0
	9.52	JPMCB	 	300 Tanger Drive	                                       4.48600	 	                                    397,741	                             397,740.89	120	116	 	0	0
	9.53	JPMCB	 	2424 Rogerdale Road	                                       4.48600	 	                                    384,971	                             384,970.80	120	116	 	0	0
	9.54	JPMCB	 	2421 East Southeast Loop 323	                                       4.48600	 	                                    381,831	                             381,831.19	120	116	 	0	0
	9.55	JPMCB	 	148 Interstate 45 South	                                       4.48600	 	                                    365,922	                             365,921.58	120	116	 	0	0
	9.56	JPMCB	 	302 Southeast Georgia Avenue	                                       4.48600	 	                                    334,102	                             334,102.35	120	116	 	0	0
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	                                       4.48600	 	                                    281,070	                             281,070.20	120	116	 	0	0
	9.58	JPMCB	 	175 Alford Drive	                                       4.48600	 	                                    265,161	                             265,160.59	120	116	 	0	0
	9.59	JPMCB	 	2812 East Broadway	                                       4.48600	 	                                    214,867	                             214,866.59	120	116	 	0	0
	9.60	JPMCB	 	3035 Northeast Loop 286	                                       4.48600	 	                                    190,916	                             190,915.60	120	116	 	0	0
	9.61	JPMCB	 	110 South Highway 81/287	                                       4.48600	 	                                    182,693	                             182,693.11	120	116	 	0	0
	9.62	JPMCB	 	5210 Crossroads Parkway	                                       4.48600	 	                                    169,181	                             169,180.78	120	116	 	0	0
	9.63	JPMCB	 	141 Apache Place	                                       4.48600	 	                                    151,608	                             151,607.53	120	116	 	0	0
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	                                       4.48600	 	                                    117,216	                             117,216.17	120	116	 	0	0
	9.65	JPMCB	 	20611 Highway 59	                                       4.48600	 	                                    111,319	                             111,319.36	120	116	 	0	0
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	                                       3.43000	3.41895	                               45,200,000	                       45,200,000.00	120	116	06/09/27	0	0
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	                                       4.66000	4.64610	                               45,000,000	                       44,890,511.41	120	118	08/06/27	360	358
	11.01	GACC	 	23555 Euclid Avenue	                                       4.66000	 	                               15,192,857	                       15,155,891.71	120	118	 	360	358
	11.02	GACC	 	1204-1210 Massillon Road	                                       4.66000	 	                               11,228,571	                       11,201,251.42	120	118	 	360	358
	11.03	GACC	 	1204-1210 Massillon Road	                                       4.66000	 	                                 9,557,143	                         9,533,889.57	120	118	 	360	358
	11.04	GACC	 	655 North River Road Northwest	                                       4.66000	 	                                 4,971,429	                         4,959,332.69	120	118	 	360	358
	11.05	GACC	 	16485 Rockside Road	                                       4.66000	 	                                 4,050,000	                         4,040,146.03	120	118	 	360	358
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	                                       4.88600	4.86060	                               43,000,000	                       43,000,000.00	120	120	10/01/27	360	360
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	                                       4.90000	4.88460	                               35,000,000	                       35,000,000.00	120	119	09/06/27	0	0
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	                                       4.57200	4.55660	                               34,000,000	                       33,915,784.89	120	118	08/06/27	360	358
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	                                       3.66940	3.65835	                               32,000,000	                       32,000,000.00	120	116	06/01/27	0	0



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Mortgage Rate in Effect at Origination (%) 	 Net Mortgage Rate in Effect at the Cut-off Date (%) 	 Original Principal Balance 	 Cut-off Principal Balance 	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	                                       5.04000	5.02460	                               32,000,000	                       32,000,000.00	120	119	09/08/27	360	360
	16.01	GACC	 	220 Grafton Street	                                       5.04000	 	                                 5,905,691	                         5,905,691.38	120	119	 	360	360
	16.02	GACC	 	2968 Acushnet Avenue	                                       5.04000	 	                                 4,865,041	                         4,865,040.75	120	119	 	360	360
	16.03	GACC	 	1579 Forest Avenue	                                       5.04000	 	                                 4,734,959	                         4,734,959.25	120	119	 	360	360
	16.04	GACC	 	741 Roosevelt Trail	                                       5.04000	 	                                 4,370,731	                         4,370,731.46	120	119	 	360	360
	16.05	GACC	 	1041 Route 28	                                       5.04000	 	                                 4,292,683	                         4,292,682.70	120	119	 	360	360
	16.06	GACC	 	288 Sandown Road	                                       5.04000	 	                                 3,928,456	                         3,928,455.58	120	119	 	360	360
	16.07	GACC	 	343 South Broad Street	                                       5.04000	 	                                 3,902,439	                         3,902,438.88	120	119	 	360	360
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	                                       4.14300	4.12760	                               27,700,000	                       27,700,000.00	120	118	08/06/27	360	360
	18	GACC	Karlin Cap Center, LLC	Various	                                       4.26400	4.24860	                               27,000,000	                       26,928,867.20	120	118	08/06/27	360	358
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	                                       4.26400	 	                               15,253,608	                       15,213,421.88	120	118	 	360	358
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	                                       4.26400	 	                               11,746,392	                       11,715,445.32	120	118	 	360	358
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	                                       4.71000	4.69770	                               25,000,000	                       25,000,000.00	120	118	08/06/27	360	360
	19.01	GACC	 	11281 Summerlin Square Drive	                                       4.71000	 	                                 4,028,462	                         4,028,461.54	120	118	 	360	360
	19.02	GACC	 	1103 South 52nd Street	                                       4.71000	 	                                 4,028,462	                         4,028,461.54	120	118	 	360	360
	19.03	GACC	 	10333 North Mall Drive	                                       4.71000	 	                                 3,910,000	                         3,910,000.00	120	118	 	360	360
	19.04	GACC	 	10307 North Mall Drive	                                       4.71000	 	                                 3,791,538	                         3,791,538.46	120	118	 	360	360
	19.05	GACC	 	5424 Citrus Boulevard	                                       4.71000	 	                                 3,436,154	                         3,436,153.85	120	118	 	360	360
	19.06	GACC	 	3408 Access Road	                                       4.71000	 	                                 3,080,385	                         3,080,384.62	120	118	 	360	360
	19.07	GACC	 	5437 South 48th Street	                                       4.71000	 	                                 2,725,000	                         2,725,000.00	120	118	 	360	360
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	                                       3.61600	3.60060	                               25,000,000	                       25,000,000.00	120	118	08/01/27	0	0
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	                                       4.45000	4.40460	                               21,000,000	                       21,000,000.00	60	60	10/01/22	0	0
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	                                       3.86100	3.84120	                               20,000,000	                       20,000,000.00	120	116	06/01/27	0	0
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	                                       4.45000	4.43460	                               15,185,000	                       15,185,000.00	120	120	10/06/27	330	330
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	                                       4.50000	4.48460	                               15,000,000	                       14,924,307.15	120	116	06/06/27	360	356
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	                                       3.61600	3.60060	                               13,500,000	                       13,500,000.00	120	118	08/01/27	0	0
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	                                       4.34000	4.28460	                               13,325,000	                       13,325,000.00	84	81	07/01/24	360	360
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	                                       5.04280	5.02740	                               12,500,000	                       12,500,000.00	60	58	08/01/22	0	0
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	                                       5.30600	5.27370	                               12,000,000	                       12,000,000.00	120	114	04/06/27	324	324
	28.01	GACC	 	495 Radio Station Road	                                       5.30600	 	                                 7,024,390	                         7,024,390.24	120	114	 	324	324
	28.02	GACC	 	200 Frenchtown Road	                                       5.30600	 	                                 4,975,610	                         4,975,609.76	120	114	 	324	324
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	                                       4.52000	4.50460	                               10,450,000	                       10,450,000.00	120	119	09/06/27	0	0
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	                                       5.35200	5.33660	                               10,080,000	                       10,080,000.00	120	120	10/01/27	300	300
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	                                       4.50000	4.48460	                                 9,500,000	                         9,487,489.90	120	119	09/01/27	360	359
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	                                       4.72600	4.71060	                                 9,250,000	                         9,227,794.91	60	58	08/01/22	360	358
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	                                       4.70800	4.69260	                                 7,750,000	                         7,750,000.00	120	117	07/06/27	360	360
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	                                       3.59700	3.58160	                                 7,500,000	                         7,500,000.00	120	118	08/06/27	0	0
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	                                       5.15000	5.13460	                                 7,020,000	                         7,020,000.00	60	60	10/01/22	360	360
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	                                       4.55000	4.53460	                                 6,887,500	                         6,870,364.20	120	118	08/06/27	360	358
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	                                       4.50000	4.48460	                                 6,000,000	                         5,992,098.88	120	119	09/06/27	360	359
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	                                       5.25000	5.23460	                                 6,000,000	                         5,987,084.28	60	58	08/01/22	360	358
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	                                       4.49000	4.47460	                                 4,800,000	                         4,793,667.62	120	119	09/06/27	360	359
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	                                       4.90000	4.88460	                                 4,750,000	                         4,727,901.11	120	116	06/06/27	360	356
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	                                       4.55000	4.53420	                                 2,900,000	                         2,900,000.00	120	119	09/06/27	360	360




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Payment 	Servicing Fee Rate	Accrual Type	ARD Loan (Y/N)	Revised Rate (%)	Title Type
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	             311,325.45	0.00500	Actual/360	No	 	Fee
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	             352,969.11	0.00500	Actual/360	Yes	The greater of i) 6.7025% and ii) the 10-year treasury yield as of the Anticipated Repayment Date plus 4.52%	Fee
	2.01	GACC	 	600 Mystic Valley Parkway	  	 	 	 	 	Fee
	2.02	GACC	 	1 Merrill Street	  	 	 	 	 	Fee
	2.03	GACC	 	3969 North Rancho Drive	  	 	 	 	 	Fee
	2.04	GACC	 	1200 West Fullerton Avenue	  	 	 	 	 	Fee
	2.05	GACC	 	20A Sheridan Boulevard	  	 	 	 	 	Fee
	2.06	GACC	 	139 Broadway	  	 	 	 	 	Fee
	2.07	GACC	 	3029 Fairfield Avenue	  	 	 	 	 	Fee
	2.08	GACC	 	230-240 Maple Avenue	  	 	 	 	 	Fee
	2.09	GACC	 	3527 Ivar Avenue	  	 	 	 	 	Fee
	2.10	GACC	 	1535 Round Rock Avenue	  	 	 	 	 	Fee
	2.11	GACC	 	1301 East Route 66	  	 	 	 	 	Fee
	2.12	GACC	 	2813 Texas Avenue South	  	 	 	 	 	Fee
	2.13	GACC	 	2455 West Tarrant Road	  	 	 	 	 	Fee
	2.14	GACC	 	7225 South Hulen Street	  	 	 	 	 	Fee
	2.15	GACC	 	3885 Milam Street	  	 	 	 	 	Fee
	2.16	GACC	 	1103 West Highway 287 Bypass	  	 	 	 	 	Fee
	2.17	GACC	 	12540 South Rogers Road	  	 	 	 	 	Fee
	2.18	GACC	 	1641 South Kingshighway Boulevard	  	 	 	 	 	Fee
	2.19	GACC	 	9302 Interstate 30	  	 	 	 	 	Fee
	2.20	GACC	 	611 Blackwood Clementon Road	  	 	 	 	 	Fee
	2.21	GACC	 	1301 Monticello Avenue	  	 	 	 	 	Fee
	2.22	GACC	 	5600 Business Avenue	  	 	 	 	 	Fee
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	             194,666.67	0.00500	Actual/360	No	 	Fee
	4	JPMCB	Treeview Industrial I LLC	Various	             215,147.22	0.00500	Actual/360	No	 	Fee
	4.01	JPMCB	 	9999 Olson Drive	  	 	 	 	 	Fee
	4.02	JPMCB	 	1405 Worldwide Boulevard	  	 	 	 	 	Fee
	4.03	JPMCB	 	1200 Worldwide Boulevard	  	 	 	 	 	Fee
	4.04	JPMCB	 	1790 South 5200 West	  	 	 	 	 	Fee
	4.05	JPMCB	 	1100 Laval Boulevard	  	 	 	 	 	Fee
	4.06	JPMCB	 	2101 Design Road	  	 	 	 	 	Fee
	4.07	JPMCB	 	2055 Global Way	  	 	 	 	 	Fee
	4.08	JPMCB	 	1942 Sabre Street	  	 	 	 	 	Fee
	4.09	JPMCB	 	2205 Global Way	  	 	 	 	 	Fee
	4.10	JPMCB	 	1280 Lakes Parkway	  	 	 	 	 	Fee
	4.11	JPMCB	 	11 Boulden Circle	  	 	 	 	 	Fee
	4.12	JPMCB	 	1300 Lakes Parkway	  	 	 	 	 	Fee
	4.13	JPMCB	 	7 Boulden Circle	  	 	 	 	 	Fee
	4.14	JPMCB	 	2 Boulden Circle	  	 	 	 	 	Fee
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	             279,658.17	0.00500	Actual/360	No	 	Fee
	5.01	GACC	 	5015 Campbell Boulevard	  	 	 	 	 	Fee
	5.02	GACC	 	7686 Industrial Boulevard	  	 	 	 	 	Fee
	5.03	GACC	 	1302 Campus Parkway	  	 	 	 	 	Fee
	5.04	GACC	 	7544 Teague Road	  	 	 	 	 	Fee
	5.05	GACC	 	2 Commerce Center Drive	  	 	 	 	 	Fee
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	             189,268.93	0.00500	Actual/360	No	 	Fee
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	             166,869.21	0.00500	Actual/360	No	 	Fee
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	             150,513.07	0.00500	Actual/360	No	 	Fee/Leasehold
	8.01	JPMCB	 	4300 Airport Expressway	  	 	 	 	 	Fee
	8.02	JPMCB	 	825 Lordship Boulevard	  	 	 	 	 	Fee
	8.03	JPMCB	 	6021 Bethlehem Boulevard	  	 	 	 	 	Leasehold
	8.04	JPMCB	 	30001 Cabot Drive	  	 	 	 	 	Fee
	8.05	JPMCB	 	3720 US Highway 52 South	  	 	 	 	 	Fee
	8.06	JPMCB	 	2155 East GoDaddy Way	  	 	 	 	 	Leasehold
	8.07	JPMCB	 	16011 Applewhite Road	  	 	 	 	 	Fee
	8.08	JPMCB	 	8686 New Trails Drive	  	 	 	 	 	Fee
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	  	 	 	 	 	Fee
	8.10	JPMCB	 	501 Shenandoah Drive	  	 	 	 	 	Fee
	8.11	JPMCB	 	2348 FM 464	  	 	 	 	 	Fee
	8.12	JPMCB	 	7 Industry Way	  	 	 	 	 	Fee
	8.13	JPMCB	 	1 & 3 World Packaging Circle	  	 	 	 	 	Fee
	8.14	JPMCB	 	2 & 4 World Packaging Circle	  	 	 	 	 	Fee
	8.15	JPMCB	 	820 Tom Martin Drive	  	 	 	 	 	Fee
	8.16	JPMCB	 	1727 South Main Street	  	 	 	 	 	Leasehold
	8.17	JPMCB	 	8580 Evans Avenue	  	 	 	 	 	Fee
	8.18	JPMCB	 	12645 Corporate Lakes Drive	  	 	 	 	 	Fee
	8.19	JPMCB	 	5400 International Trade Drive	  	 	 	 	 	Fee
	8.20	JPMCB	 	5545 Goodwin Lane	  	 	 	 	 	Fee
	8.21	JPMCB	 	1375 North 28th Avenue	  	 	 	 	 	Leasehold
	8.22	JPMCB	 	2503 South Main Street	  	 	 	 	 	Fee
	8.23	JPMCB	 	220 West Schrock Road	  	 	 	 	 	Fee
	8.24	JPMCB	 	140 Wekiva Springs Road	  	 	 	 	 	Fee
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	  	 	 	 	 	Fee
	8.26	JPMCB	 	1385 State Road 436	  	 	 	 	 	Fee
	8.27	JPMCB	 	2325 County Road 10	  	 	 	 	 	Fee
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	  	 	 	 	 	Fee
	8.29	JPMCB	 	4265 West Tompkins Avenue	  	 	 	 	 	Fee
	8.30	JPMCB	 	3201 Rib Mountain Drive	  	 	 	 	 	Fee
	8.31	JPMCB	 	1815 McCurry Road	  	 	 	 	 	Fee
	8.32	JPMCB	 	1001 Carrier Drive	  	 	 	 	 	Fee
	8.33	JPMCB	 	725 Southeast Oralabor Road	  	 	 	 	 	Fee
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	  	 	 	 	 	Fee
	8.35	JPMCB	 	4202 Almonaster Avenue	  	 	 	 	 	Fee
	8.36	JPMCB	 	2705 Gateway Drive	  	 	 	 	 	Fee
	8.37	JPMCB	 	30 Sibley Drive	  	 	 	 	 	Fee
	8.38	JPMCB	 	1031 Buckner Park Drive	  	 	 	 	 	Fee
	8.39	JPMCB	 	10700 Northwest 4th Street	  	 	 	 	 	Fee
	8.40	JPMCB	 	6180 Hagman Road	  	 	 	 	 	Fee
	8.41	JPMCB	 	585 Brookshire Road	  	 	 	 	 	Fee



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Payment 	Servicing Fee Rate	Accrual Type	ARD Loan (Y/N)	Revised Rate (%)	Title Type
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	             177,450.25	0.00500	Actual/360	No	 	Fee/Leasehold
	9.01	JPMCB	 	748 North Mathilda Avenue	  	 	 	 	 	Fee
	9.02	JPMCB	 	40 Ranch Drive	  	 	 	 	 	Fee
	9.03	JPMCB	 	550 West Hamilton Avenue	  	 	 	 	 	Fee
	9.04	JPMCB	 	690 Gateway Boulevard	  	 	 	 	 	Fee
	9.05	JPMCB	 	5535 Johnson Drive	  	 	 	 	 	Fee
	9.06	JPMCB	 	15805 Southeast 37th Street	  	 	 	 	 	Fee
	9.07	JPMCB	 	555 Howe Avenue	  	 	 	 	 	Fee
	9.08	JPMCB	 	2300 Green Road	  	 	 	 	 	Fee
	9.09	JPMCB	 	3133 Northeast Shute Road	  	 	 	 	 	Fee
	9.10	JPMCB	 	1701 East Valley Road	  	 	 	 	 	Fee
	9.11	JPMCB	 	1311 Wet N Wild Way	  	 	 	 	 	Fee
	9.12	JPMCB	 	1370 Arrowhead Drive	  	 	 	 	 	Fee
	9.13	JPMCB	 	1648 Richmond Road	  	 	 	 	 	Fee
	9.14	JPMCB	 	2501 Marketplace Drive	  	 	 	 	 	Fee
	9.15	JPMCB	 	447 Farmington Avenue	  	 	 	 	 	Fee
	9.16	JPMCB	 	7424 South Broadway Avenue	  	 	 	 	 	Fee
	9.17	JPMCB	 	50 Raritan Center Parkway	  	 	 	 	 	Leasehold
	9.18	JPMCB	 	420 Inwood Avenue North	  	 	 	 	 	Fee
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	  	 	 	 	 	Fee
	9.20	JPMCB	 	8435 West Paradise Lane	  	 	 	 	 	Fee
	9.21	JPMCB	 	320 South Towanda Avenue	  	 	 	 	 	Fee
	9.22	JPMCB	 	2481 Carmichael Drive	  	 	 	 	 	Fee
	9.23	JPMCB	 	2920 South Reed Road	  	 	 	 	 	Fee
	9.24	JPMCB	 	52709 State Road 933	  	 	 	 	 	Fee
	9.25	JPMCB	 	3800 Tarry Street	  	 	 	 	 	Fee
	9.26	JPMCB	 	4035 Arendell Street	  	 	 	 	 	Fee
	9.27	JPMCB	 	2485 Carmichael Drive	  	 	 	 	 	Fee
	9.28	JPMCB	 	2130 South First Street	  	 	 	 	 	Fee
	9.29	JPMCB	 	1164 Harrisburg Pike	  	 	 	 	 	Fee
	9.30	JPMCB	 	1644 Richmond Road	  	 	 	 	 	Fee
	9.31	JPMCB	 	120 South Fairfield Drive	  	 	 	 	 	Fee
	9.32	JPMCB	 	501 South University	  	 	 	 	 	Fee
	9.33	JPMCB	 	9791 North by Northeast Boulevard	  	 	 	 	 	Fee
	9.34	JPMCB	 	121 Iron Point Road	  	 	 	 	 	Fee
	9.35	JPMCB	 	4305 Weaver Parkway	  	 	 	 	 	Fee
	9.36	JPMCB	 	3025 Northeast Loop 286	  	 	 	 	 	Fee
	9.37	JPMCB	 	1410 Arrowhead Drive	  	 	 	 	 	Fee
	9.38	JPMCB	 	3920 Stahl Drive	  	 	 	 	 	Fee
	9.39	JPMCB	 	1415 Stillwater Avenue	  	 	 	 	 	Fee
	9.40	JPMCB	 	13700 Baltimore Avenue	  	 	 	 	 	Fee
	9.41	JPMCB	 	4047 Bridgewater Parkway	  	 	 	 	 	Fee
	9.42	JPMCB	 	1931 Taylor Road	  	 	 	 	 	Fee
	9.43	JPMCB	 	105 South Franklin Road	  	 	 	 	 	Fee
	9.44	JPMCB	 	97 Old Valley School Road	  	 	 	 	 	Fee
	9.45	JPMCB	 	10 Laura Boulevard	  	 	 	 	 	Fee
	9.46	JPMCB	 	3044 North Eastman Road	  	 	 	 	 	Fee
	9.47	JPMCB	 	2701 West Lake Avenue	  	 	 	 	 	Fee
	9.48	JPMCB	 	1201 Cabelas Drive	  	 	 	 	 	Fee
	9.49	JPMCB	 	4851 North Kickapoo	  	 	 	 	 	Fee
	9.50	JPMCB	 	6421 Washington Avenue	  	 	 	 	 	Fee
	9.51	JPMCB	 	3 Stetler Avenue	  	 	 	 	 	Fee
	9.52	JPMCB	 	300 Tanger Drive	  	 	 	 	 	Fee
	9.53	JPMCB	 	2424 Rogerdale Road	  	 	 	 	 	Fee
	9.54	JPMCB	 	2421 East Southeast Loop 323	  	 	 	 	 	Fee
	9.55	JPMCB	 	148 Interstate 45 South	  	 	 	 	 	Fee
	9.56	JPMCB	 	302 Southeast Georgia Avenue	  	 	 	 	 	Fee
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	  	 	 	 	 	Fee
	9.58	JPMCB	 	175 Alford Drive	  	 	 	 	 	Fee
	9.59	JPMCB	 	2812 East Broadway	  	 	 	 	 	Fee
	9.60	JPMCB	 	3035 Northeast Loop 286	  	 	 	 	 	Fee
	9.61	JPMCB	 	110 South Highway 81/287	  	 	 	 	 	Fee
	9.62	JPMCB	 	5210 Crossroads Parkway	  	 	 	 	 	Fee
	9.63	JPMCB	 	141 Apache Place	  	 	 	 	 	Fee
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	  	 	 	 	 	Fee
	9.65	JPMCB	 	20611 Highway 59	  	 	 	 	 	Fee
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	             130,991.06	0.00375	Actual/360	No	 	Fee
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	             232,306.35	0.00350	Actual/360	No	 	Fee
	11.01	GACC	 	23555 Euclid Avenue	  	 	 	 	 	Fee
	11.02	GACC	 	1204-1210 Massillon Road	  	 	 	 	 	Fee
	11.03	GACC	 	1204-1210 Massillon Road	  	 	 	 	 	Fee
	11.04	GACC	 	655 North River Road Northwest	  	 	 	 	 	Fee
	11.05	GACC	 	16485 Rockside Road	  	 	 	 	 	Fee
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	             227,846.72	0.01500	Actual/360	No	 	Fee
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	             144,901.62	0.00500	Actual/360	No	 	Fee
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	             173,730.60	0.00500	Actual/360	No	 	Fee
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	               99,209.70	0.00375	Actual/360	No	 	Fee



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Payment 	Servicing Fee Rate	Accrual Type	ARD Loan (Y/N)	Revised Rate (%)	Title Type
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	             172,566.05	0.00500	Actual/360	Yes	The greater of i) 8.04000% and ii) the 10-year swap yield as of the ARD plus 5.95000%	Fee/Leasehold
	16.01	GACC	 	220 Grafton Street	  	 	 	 	 	Fee
	16.02	GACC	 	2968 Acushnet Avenue	  	 	 	 	 	Fee/Leasehold
	16.03	GACC	 	1579 Forest Avenue	  	 	 	 	 	Fee
	16.04	GACC	 	741 Roosevelt Trail	  	 	 	 	 	Fee
	16.05	GACC	 	1041 Route 28	  	 	 	 	 	Fee
	16.06	GACC	 	288 Sandown Road	  	 	 	 	 	Fee
	16.07	GACC	 	343 South Broad Street	  	 	 	 	 	Fee
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	             134,537.82	0.00500	Actual/360	No	 	Fee
	18	GACC	Karlin Cap Center, LLC	Various	             133,045.16	0.00500	Actual/360	No	 	Fee
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	  	 	 	 	 	Fee
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	  	 	 	 	 	Fee
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	             129,809.76	0.00500	Actual/360	No	 	Fee
	19.01	GACC	 	11281 Summerlin Square Drive	  	 	 	 	 	Fee
	19.02	GACC	 	1103 South 52nd Street	  	 	 	 	 	Fee
	19.03	GACC	 	10333 North Mall Drive	  	 	 	 	 	Fee
	19.04	GACC	 	10307 North Mall Drive	  	 	 	 	 	Fee
	19.05	GACC	 	5424 Citrus Boulevard	  	 	 	 	 	Fee
	19.06	GACC	 	3408 Access Road	  	 	 	 	 	Fee
	19.07	GACC	 	5437 South 48th Street	  	 	 	 	 	Fee
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	               76,379.63	0.00500	Actual/360	No	 	Fee
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	               78,956.60	0.03500	Actual/360	No	 	Fee
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	               65,243.75	0.01250	Actual/360	No	 	Fee
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	               79,850.22	0.00500	Actual/360	No	 	Fee
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	               76,002.80	0.00500	Actual/360	No	 	Fee
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	               41,245.00	0.00500	Actual/360	No	 	Fee
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	               66,254.97	0.04500	Actual/360	No	 	Fee
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	               53,258.74	0.00500	Actual/360	No	 	Fee
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	               69,764.17	0.02500	Actual/360	No	 	Fee
	28.01	GACC	 	495 Radio Station Road	  	 	 	 	 	Fee
	28.02	GACC	 	200 Frenchtown Road	  	 	 	 	 	Fee
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	               39,908.36	0.00500	Actual/360	No	 	Fee
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	               61,012.28	0.00500	Actual/360	No	 	Fee
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	               48,135.10	0.00500	Actual/360	No	 	Fee
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	               48,118.66	0.00500	Actual/360	No	 	Fee
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	               40,231.70	0.00500	Actual/360	No	 	Fee
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	               22,793.49	0.00500	Actual/360	No	 	Fee
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	               38,331.04	0.00500	Actual/360	No	 	Fee
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	               35,102.87	0.00500	Actual/360	No	 	Fee
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	               30,401.12	0.00500	Actual/360	No	 	Fee
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	               33,132.22	0.00500	Actual/360	No	 	Fee
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	               24,292.38	0.00500	Actual/360	No	 	Fee
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	               25,209.52	0.00500	Actual/360	No	 	Fee
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	               14,780.16	0.00540	Actual/360	Yes	The greater of i) 6.55000% and ii) the sum of (x) the bid side yield to maturity for the “on the run” US Treasury note with a 10 year maturity plus (y) the mid market 10 year swap spread plus 2.30% 	Fee




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Crossed Collateralized Loan	Cross Defaulted Loan	Guarantor	Letter of Credit
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	No	No	Paul Guarantor LLC	No
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	No	No	Blackwater Investments, Inc.	No
	2.01	GACC	 	600 Mystic Valley Parkway	 	 	 	 
	2.02	GACC	 	1 Merrill Street	 	 	 	 
	2.03	GACC	 	3969 North Rancho Drive	 	 	 	 
	2.04	GACC	 	1200 West Fullerton Avenue	 	 	 	 
	2.05	GACC	 	20A Sheridan Boulevard	 	 	 	 
	2.06	GACC	 	139 Broadway	 	 	 	 
	2.07	GACC	 	3029 Fairfield Avenue	 	 	 	 
	2.08	GACC	 	230-240 Maple Avenue	 	 	 	 
	2.09	GACC	 	3527 Ivar Avenue	 	 	 	 
	2.10	GACC	 	1535 Round Rock Avenue	 	 	 	 
	2.11	GACC	 	1301 East Route 66	 	 	 	 
	2.12	GACC	 	2813 Texas Avenue South	 	 	 	 
	2.13	GACC	 	2455 West Tarrant Road	 	 	 	 
	2.14	GACC	 	7225 South Hulen Street	 	 	 	 
	2.15	GACC	 	3885 Milam Street	 	 	 	 
	2.16	GACC	 	1103 West Highway 287 Bypass	 	 	 	 
	2.17	GACC	 	12540 South Rogers Road	 	 	 	 
	2.18	GACC	 	1641 South Kingshighway Boulevard	 	 	 	 
	2.19	GACC	 	9302 Interstate 30	 	 	 	 
	2.20	GACC	 	611 Blackwood Clementon Road	 	 	 	 
	2.21	GACC	 	1301 Monticello Avenue	 	 	 	 
	2.22	GACC	 	5600 Business Avenue	 	 	 	 
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	No	No	Seven Hundred 2nd Street Holdings Mezz LLC	No
	4	JPMCB	Treeview Industrial I LLC	Various	No	No	Treeview Income Properties Holdco LLC	No
	4.01	JPMCB	 	9999 Olson Drive	 	 	 	 
	4.02	JPMCB	 	1405 Worldwide Boulevard	 	 	 	 
	4.03	JPMCB	 	1200 Worldwide Boulevard	 	 	 	 
	4.04	JPMCB	 	1790 South 5200 West	 	 	 	 
	4.05	JPMCB	 	1100 Laval Boulevard	 	 	 	 
	4.06	JPMCB	 	2101 Design Road	 	 	 	 
	4.07	JPMCB	 	2055 Global Way	 	 	 	 
	4.08	JPMCB	 	1942 Sabre Street	 	 	 	 
	4.09	JPMCB	 	2205 Global Way	 	 	 	 
	4.10	JPMCB	 	1280 Lakes Parkway	 	 	 	 
	4.11	JPMCB	 	11 Boulden Circle	 	 	 	 
	4.12	JPMCB	 	1300 Lakes Parkway	 	 	 	 
	4.13	JPMCB	 	7 Boulden Circle	 	 	 	 
	4.14	JPMCB	 	2 Boulden Circle	 	 	 	 
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	No	No	American Hotel Income Properties REIT Inc.	No
	5.01	GACC	 	5015 Campbell Boulevard	 	 	 	 
	5.02	GACC	 	7686 Industrial Boulevard	 	 	 	 
	5.03	GACC	 	1302 Campus Parkway	 	 	 	 
	5.04	GACC	 	7544 Teague Road	 	 	 	 
	5.05	GACC	 	2 Commerce Center Drive	 	 	 	 
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	No	No	Empire State Realty OP, L.P.	No
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	No	No	Sheldon H. Solow	No
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	No	No	ETCL Venture LP	No
	8.01	JPMCB	 	4300 Airport Expressway	 	 	 	 
	8.02	JPMCB	 	825 Lordship Boulevard	 	 	 	 
	8.03	JPMCB	 	6021 Bethlehem Boulevard	 	 	 	 
	8.04	JPMCB	 	30001 Cabot Drive	 	 	 	 
	8.05	JPMCB	 	3720 US Highway 52 South	 	 	 	 
	8.06	JPMCB	 	2155 East GoDaddy Way	 	 	 	 
	8.07	JPMCB	 	16011 Applewhite Road	 	 	 	 
	8.08	JPMCB	 	8686 New Trails Drive	 	 	 	 
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	 	 	 	 
	8.10	JPMCB	 	501 Shenandoah Drive	 	 	 	 
	8.11	JPMCB	 	2348 FM 464	 	 	 	 
	8.12	JPMCB	 	7 Industry Way	 	 	 	 
	8.13	JPMCB	 	1 & 3 World Packaging Circle	 	 	 	 
	8.14	JPMCB	 	2 & 4 World Packaging Circle	 	 	 	 
	8.15	JPMCB	 	820 Tom Martin Drive	 	 	 	 
	8.16	JPMCB	 	1727 South Main Street	 	 	 	 
	8.17	JPMCB	 	8580 Evans Avenue	 	 	 	 
	8.18	JPMCB	 	12645 Corporate Lakes Drive	 	 	 	 
	8.19	JPMCB	 	5400 International Trade Drive	 	 	 	 
	8.20	JPMCB	 	5545 Goodwin Lane	 	 	 	 
	8.21	JPMCB	 	1375 North 28th Avenue	 	 	 	 
	8.22	JPMCB	 	2503 South Main Street	 	 	 	 
	8.23	JPMCB	 	220 West Schrock Road	 	 	 	 
	8.24	JPMCB	 	140 Wekiva Springs Road	 	 	 	 
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	 	 	 	 
	8.26	JPMCB	 	1385 State Road 436	 	 	 	 
	8.27	JPMCB	 	2325 County Road 10	 	 	 	 
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	 	 	 	 
	8.29	JPMCB	 	4265 West Tompkins Avenue	 	 	 	 
	8.30	JPMCB	 	3201 Rib Mountain Drive	 	 	 	 
	8.31	JPMCB	 	1815 McCurry Road	 	 	 	 
	8.32	JPMCB	 	1001 Carrier Drive	 	 	 	 
	8.33	JPMCB	 	725 Southeast Oralabor Road	 	 	 	 
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	 	 	 	 
	8.35	JPMCB	 	4202 Almonaster Avenue	 	 	 	 
	8.36	JPMCB	 	2705 Gateway Drive	 	 	 	 
	8.37	JPMCB	 	30 Sibley Drive	 	 	 	 
	8.38	JPMCB	 	1031 Buckner Park Drive	 	 	 	 
	8.39	JPMCB	 	10700 Northwest 4th Street	 	 	 	 
	8.40	JPMCB	 	6180 Hagman Road	 	 	 	 
	8.41	JPMCB	 	585 Brookshire Road	 	 	 	 



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Crossed Collateralized Loan	Cross Defaulted Loan	Guarantor	Letter of Credit
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	No	No	SCG Hotel Investors Holdings, L.P.	No
	9.01	JPMCB	 	748 North Mathilda Avenue	 	 	 	 
	9.02	JPMCB	 	40 Ranch Drive	 	 	 	 
	9.03	JPMCB	 	550 West Hamilton Avenue	 	 	 	 
	9.04	JPMCB	 	690 Gateway Boulevard	 	 	 	 
	9.05	JPMCB	 	5535 Johnson Drive	 	 	 	 
	9.06	JPMCB	 	15805 Southeast 37th Street	 	 	 	 
	9.07	JPMCB	 	555 Howe Avenue	 	 	 	 
	9.08	JPMCB	 	2300 Green Road	 	 	 	 
	9.09	JPMCB	 	3133 Northeast Shute Road	 	 	 	 
	9.10	JPMCB	 	1701 East Valley Road	 	 	 	 
	9.11	JPMCB	 	1311 Wet N Wild Way	 	 	 	 
	9.12	JPMCB	 	1370 Arrowhead Drive	 	 	 	 
	9.13	JPMCB	 	1648 Richmond Road	 	 	 	 
	9.14	JPMCB	 	2501 Marketplace Drive	 	 	 	 
	9.15	JPMCB	 	447 Farmington Avenue	 	 	 	 
	9.16	JPMCB	 	7424 South Broadway Avenue	 	 	 	 
	9.17	JPMCB	 	50 Raritan Center Parkway	 	 	 	 
	9.18	JPMCB	 	420 Inwood Avenue North	 	 	 	 
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	 	 	 	 
	9.20	JPMCB	 	8435 West Paradise Lane	 	 	 	 
	9.21	JPMCB	 	320 South Towanda Avenue	 	 	 	 
	9.22	JPMCB	 	2481 Carmichael Drive	 	 	 	 
	9.23	JPMCB	 	2920 South Reed Road	 	 	 	 
	9.24	JPMCB	 	52709 State Road 933	 	 	 	 
	9.25	JPMCB	 	3800 Tarry Street	 	 	 	 
	9.26	JPMCB	 	4035 Arendell Street	 	 	 	 
	9.27	JPMCB	 	2485 Carmichael Drive	 	 	 	 
	9.28	JPMCB	 	2130 South First Street	 	 	 	 
	9.29	JPMCB	 	1164 Harrisburg Pike	 	 	 	 
	9.30	JPMCB	 	1644 Richmond Road	 	 	 	 
	9.31	JPMCB	 	120 South Fairfield Drive	 	 	 	 
	9.32	JPMCB	 	501 South University	 	 	 	 
	9.33	JPMCB	 	9791 North by Northeast Boulevard	 	 	 	 
	9.34	JPMCB	 	121 Iron Point Road	 	 	 	 
	9.35	JPMCB	 	4305 Weaver Parkway	 	 	 	 
	9.36	JPMCB	 	3025 Northeast Loop 286	 	 	 	 
	9.37	JPMCB	 	1410 Arrowhead Drive	 	 	 	 
	9.38	JPMCB	 	3920 Stahl Drive	 	 	 	 
	9.39	JPMCB	 	1415 Stillwater Avenue	 	 	 	 
	9.40	JPMCB	 	13700 Baltimore Avenue	 	 	 	 
	9.41	JPMCB	 	4047 Bridgewater Parkway	 	 	 	 
	9.42	JPMCB	 	1931 Taylor Road	 	 	 	 
	9.43	JPMCB	 	105 South Franklin Road	 	 	 	 
	9.44	JPMCB	 	97 Old Valley School Road	 	 	 	 
	9.45	JPMCB	 	10 Laura Boulevard	 	 	 	 
	9.46	JPMCB	 	3044 North Eastman Road	 	 	 	 
	9.47	JPMCB	 	2701 West Lake Avenue	 	 	 	 
	9.48	JPMCB	 	1201 Cabelas Drive	 	 	 	 
	9.49	JPMCB	 	4851 North Kickapoo	 	 	 	 
	9.50	JPMCB	 	6421 Washington Avenue	 	 	 	 
	9.51	JPMCB	 	3 Stetler Avenue	 	 	 	 
	9.52	JPMCB	 	300 Tanger Drive	 	 	 	 
	9.53	JPMCB	 	2424 Rogerdale Road	 	 	 	 
	9.54	JPMCB	 	2421 East Southeast Loop 323	 	 	 	 
	9.55	JPMCB	 	148 Interstate 45 South	 	 	 	 
	9.56	JPMCB	 	302 Southeast Georgia Avenue	 	 	 	 
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	 	 	 	 
	9.58	JPMCB	 	175 Alford Drive	 	 	 	 
	9.59	JPMCB	 	2812 East Broadway	 	 	 	 
	9.60	JPMCB	 	3035 Northeast Loop 286	 	 	 	 
	9.61	JPMCB	 	110 South Highway 81/287	 	 	 	 
	9.62	JPMCB	 	5210 Crossroads Parkway	 	 	 	 
	9.63	JPMCB	 	141 Apache Place	 	 	 	 
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	 	 	 	 
	9.65	JPMCB	 	20611 Highway 59	 	 	 	 
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	No	No	Boston Properties Limited Partnership, 767 LLC, Sungate Fifth Avenue LLC	No
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	No	No	Stuart Lichter, Christopher Semarjian	No
	11.01	GACC	 	23555 Euclid Avenue	 	 	 	 
	11.02	GACC	 	1204-1210 Massillon Road	 	 	 	 
	11.03	GACC	 	1204-1210 Massillon Road	 	 	 	 
	11.04	GACC	 	655 North River Road Northwest	 	 	 	 
	11.05	GACC	 	16485 Rockside Road	 	 	 	 
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	No	No	Brad J. Zucker	No
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	No	No	Tracy Harpin, Charles S. Giroux, Tracy P. Goodman	No
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	No	No	Robert E. Buccini, Christopher F. Buccini, David B. Pollin	No
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	No	No	181 West Madison Holding LLC	No



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Crossed Collateralized Loan	Cross Defaulted Loan	Guarantor	Letter of Credit
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	No	No	Steven C. Witkoff	No
	16.01	GACC	 	220 Grafton Street	 	 	 	 
	16.02	GACC	 	2968 Acushnet Avenue	 	 	 	 
	16.03	GACC	 	1579 Forest Avenue	 	 	 	 
	16.04	GACC	 	741 Roosevelt Trail	 	 	 	 
	16.05	GACC	 	1041 Route 28	 	 	 	 
	16.06	GACC	 	288 Sandown Road	 	 	 	 
	16.07	GACC	 	343 South Broad Street	 	 	 	 
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	No	No	Gulf United Investments Corporation	No
	18	GACC	Karlin Cap Center, LLC	Various	No	No	Gracie Investing, LLC	No
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	 	 	 	 
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	 	 	 	 
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	No	No	Phoenix American Hospitality, LLC, American Hospitality Properties Fund I, LLC, American Hospitality Properties Fund III, LLC, W.L. Nelson	No
	19.01	GACC	 	11281 Summerlin Square Drive	 	 	 	 
	19.02	GACC	 	1103 South 52nd Street	 	 	 	 
	19.03	GACC	 	10333 North Mall Drive	 	 	 	 
	19.04	GACC	 	10307 North Mall Drive	 	 	 	 
	19.05	GACC	 	5424 Citrus Boulevard	 	 	 	 
	19.06	GACC	 	3408 Access Road	 	 	 	 
	19.07	GACC	 	5437 South 48th Street	 	 	 	 
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	No	No	RSFC Holdings, LLC, HSFC Holdings, LLC	No
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	No	No	Somerset Eagle Corp.	No
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	No	No	HGGP Capital VIII, LLC, HGGP Capital IX, LLC, HGGP Capital XI, LLC	No
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	No	No	NRFC NNN Holdings LLC	No
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	No	No	Juan Llaca	No
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	No	No	RSFC Holdings, LLC, HSFC Holdings, LLC	No
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	No	No	TH Investment Holdings II, LLC	No
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	No	No	Eric Blumenfeld	No
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	No	No	Bruce Levine, Donald A. Levine, Lewis Heafitz	No
	28.01	GACC	 	495 Radio Station Road	 	 	 	 
	28.02	GACC	 	200 Frenchtown Road	 	 	 	 
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	No	No	Myles P. Friel	No
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	No	No	Mansukhbhai Patel, Bradresh Desai	No
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	No	No	Narendra V. Patel, Babubhai G. Patel	No
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	No	No	Byron C. Cook	No
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	No	No	Persis Corporation	No
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	No	No	Peter Sullivan Associates, Inc.	No
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	No	No	Angelo Balbo	No
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	No	No	Israel Lewin, Spencer Enslein	No
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	No	No	Ben A. Dalby, Ben A. Dalby and Karen I. Dalby, as trustees of the Dalby Family Trust, dated February 17, 1988, as Amended	No
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	No	No	Scott Leichtenberg	No
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	No	No	John Able	No
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	No	No	Ray K. Shahani	No
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	No	No	AG Net Lease III Corp., AG Net Lease III (SO) Corp.	No




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Other Reserve
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	0	0	0	0	499,913	0	30,293,713
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	116,711	333,269	0	0	985,823	0	0
	2.01	GACC	 	600 Mystic Valley Parkway	 	 	 	 	 	 	 
	2.02	GACC	 	1 Merrill Street	 	 	 	 	 	 	 
	2.03	GACC	 	3969 North Rancho Drive	 	 	 	 	 	 	 
	2.04	GACC	 	1200 West Fullerton Avenue	 	 	 	 	 	 	 
	2.05	GACC	 	20A Sheridan Boulevard	 	 	 	 	 	 	 
	2.06	GACC	 	139 Broadway	 	 	 	 	 	 	 
	2.07	GACC	 	3029 Fairfield Avenue	 	 	 	 	 	 	 
	2.08	GACC	 	230-240 Maple Avenue	 	 	 	 	 	 	 
	2.09	GACC	 	3527 Ivar Avenue	 	 	 	 	 	 	 
	2.10	GACC	 	1535 Round Rock Avenue	 	 	 	 	 	 	 
	2.11	GACC	 	1301 East Route 66	 	 	 	 	 	 	 
	2.12	GACC	 	2813 Texas Avenue South	 	 	 	 	 	 	 
	2.13	GACC	 	2455 West Tarrant Road	 	 	 	 	 	 	 
	2.14	GACC	 	7225 South Hulen Street	 	 	 	 	 	 	 
	2.15	GACC	 	3885 Milam Street	 	 	 	 	 	 	 
	2.16	GACC	 	1103 West Highway 287 Bypass	 	 	 	 	 	 	 
	2.17	GACC	 	12540 South Rogers Road	 	 	 	 	 	 	 
	2.18	GACC	 	1641 South Kingshighway Boulevard	 	 	 	 	 	 	 
	2.19	GACC	 	9302 Interstate 30	 	 	 	 	 	 	 
	2.20	GACC	 	611 Blackwood Clementon Road	 	 	 	 	 	 	 
	2.21	GACC	 	1301 Monticello Avenue	 	 	 	 	 	 	 
	2.22	GACC	 	5600 Business Avenue	 	 	 	 	 	 	 
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	8,628	0	0	0	0	0	415,973
	4	JPMCB	Treeview Industrial I LLC	Various	71,924	0	0	66,013	735,171	0	764,981
	4.01	JPMCB	 	9999 Olson Drive	 	 	 	 	 	 	 
	4.02	JPMCB	 	1405 Worldwide Boulevard	 	 	 	 	 	 	 
	4.03	JPMCB	 	1200 Worldwide Boulevard	 	 	 	 	 	 	 
	4.04	JPMCB	 	1790 South 5200 West	 	 	 	 	 	 	 
	4.05	JPMCB	 	1100 Laval Boulevard	 	 	 	 	 	 	 
	4.06	JPMCB	 	2101 Design Road	 	 	 	 	 	 	 
	4.07	JPMCB	 	2055 Global Way	 	 	 	 	 	 	 
	4.08	JPMCB	 	1942 Sabre Street	 	 	 	 	 	 	 
	4.09	JPMCB	 	2205 Global Way	 	 	 	 	 	 	 
	4.10	JPMCB	 	1280 Lakes Parkway	 	 	 	 	 	 	 
	4.11	JPMCB	 	11 Boulden Circle	 	 	 	 	 	 	 
	4.12	JPMCB	 	1300 Lakes Parkway	 	 	 	 	 	 	 
	4.13	JPMCB	 	7 Boulden Circle	 	 	 	 	 	 	 
	4.14	JPMCB	 	2 Boulden Circle	 	 	 	 	 	 	 
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	0	34,800	0	0	404,271	0	4,519,224
	5.01	GACC	 	5015 Campbell Boulevard	 	 	 	 	 	 	 
	5.02	GACC	 	7686 Industrial Boulevard	 	 	 	 	 	 	 
	5.03	GACC	 	1302 Campus Parkway	 	 	 	 	 	 	 
	5.04	GACC	 	7544 Teague Road	 	 	 	 	 	 	 
	5.05	GACC	 	2 Commerce Center Drive	 	 	 	 	 	 	 
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	0	0	0	0	2,486,098	0	9,387,178
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	0	0	0	0	380,472	9,647	1,231,285
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	0	0	0	0	0	0	10,720,000
	8.01	JPMCB	 	4300 Airport Expressway	 	 	 	 	 	 	 
	8.02	JPMCB	 	825 Lordship Boulevard	 	 	 	 	 	 	 
	8.03	JPMCB	 	6021 Bethlehem Boulevard	 	 	 	 	 	 	 
	8.04	JPMCB	 	30001 Cabot Drive	 	 	 	 	 	 	 
	8.05	JPMCB	 	3720 US Highway 52 South	 	 	 	 	 	 	 
	8.06	JPMCB	 	2155 East GoDaddy Way	 	 	 	 	 	 	 
	8.07	JPMCB	 	16011 Applewhite Road	 	 	 	 	 	 	 
	8.08	JPMCB	 	8686 New Trails Drive	 	 	 	 	 	 	 
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	 	 	 	 	 	 	 
	8.10	JPMCB	 	501 Shenandoah Drive	 	 	 	 	 	 	 
	8.11	JPMCB	 	2348 FM 464	 	 	 	 	 	 	 
	8.12	JPMCB	 	7 Industry Way	 	 	 	 	 	 	 
	8.13	JPMCB	 	1 & 3 World Packaging Circle	 	 	 	 	 	 	 
	8.14	JPMCB	 	2 & 4 World Packaging Circle	 	 	 	 	 	 	 
	8.15	JPMCB	 	820 Tom Martin Drive	 	 	 	 	 	 	 
	8.16	JPMCB	 	1727 South Main Street	 	 	 	 	 	 	 
	8.17	JPMCB	 	8580 Evans Avenue	 	 	 	 	 	 	 
	8.18	JPMCB	 	12645 Corporate Lakes Drive	 	 	 	 	 	 	 
	8.19	JPMCB	 	5400 International Trade Drive	 	 	 	 	 	 	 
	8.20	JPMCB	 	5545 Goodwin Lane	 	 	 	 	 	 	 
	8.21	JPMCB	 	1375 North 28th Avenue	 	 	 	 	 	 	 
	8.22	JPMCB	 	2503 South Main Street	 	 	 	 	 	 	 
	8.23	JPMCB	 	220 West Schrock Road	 	 	 	 	 	 	 
	8.24	JPMCB	 	140 Wekiva Springs Road	 	 	 	 	 	 	 
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	 	 	 	 	 	 	 
	8.26	JPMCB	 	1385 State Road 436	 	 	 	 	 	 	 
	8.27	JPMCB	 	2325 County Road 10	 	 	 	 	 	 	 
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	 	 	 	 	 	 	 
	8.29	JPMCB	 	4265 West Tompkins Avenue	 	 	 	 	 	 	 
	8.30	JPMCB	 	3201 Rib Mountain Drive	 	 	 	 	 	 	 
	8.31	JPMCB	 	1815 McCurry Road	 	 	 	 	 	 	 
	8.32	JPMCB	 	1001 Carrier Drive	 	 	 	 	 	 	 
	8.33	JPMCB	 	725 Southeast Oralabor Road	 	 	 	 	 	 	 
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	 	 	 	 	 	 	 
	8.35	JPMCB	 	4202 Almonaster Avenue	 	 	 	 	 	 	 
	8.36	JPMCB	 	2705 Gateway Drive	 	 	 	 	 	 	 
	8.37	JPMCB	 	30 Sibley Drive	 	 	 	 	 	 	 
	8.38	JPMCB	 	1031 Buckner Park Drive	 	 	 	 	 	 	 
	8.39	JPMCB	 	10700 Northwest 4th Street	 	 	 	 	 	 	 
	8.40	JPMCB	 	6180 Hagman Road	 	 	 	 	 	 	 
	8.41	JPMCB	 	585 Brookshire Road	 	 	 	 	 	 	 



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Other Reserve
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	0	0	0	0	0	0	12,268,991
	9.01	JPMCB	 	748 North Mathilda Avenue	 	 	 	 	 	 	 
	9.02	JPMCB	 	40 Ranch Drive	 	 	 	 	 	 	 
	9.03	JPMCB	 	550 West Hamilton Avenue	 	 	 	 	 	 	 
	9.04	JPMCB	 	690 Gateway Boulevard	 	 	 	 	 	 	 
	9.05	JPMCB	 	5535 Johnson Drive	 	 	 	 	 	 	 
	9.06	JPMCB	 	15805 Southeast 37th Street	 	 	 	 	 	 	 
	9.07	JPMCB	 	555 Howe Avenue	 	 	 	 	 	 	 
	9.08	JPMCB	 	2300 Green Road	 	 	 	 	 	 	 
	9.09	JPMCB	 	3133 Northeast Shute Road	 	 	 	 	 	 	 
	9.10	JPMCB	 	1701 East Valley Road	 	 	 	 	 	 	 
	9.11	JPMCB	 	1311 Wet N Wild Way	 	 	 	 	 	 	 
	9.12	JPMCB	 	1370 Arrowhead Drive	 	 	 	 	 	 	 
	9.13	JPMCB	 	1648 Richmond Road	 	 	 	 	 	 	 
	9.14	JPMCB	 	2501 Marketplace Drive	 	 	 	 	 	 	 
	9.15	JPMCB	 	447 Farmington Avenue	 	 	 	 	 	 	 
	9.16	JPMCB	 	7424 South Broadway Avenue	 	 	 	 	 	 	 
	9.17	JPMCB	 	50 Raritan Center Parkway	 	 	 	 	 	 	 
	9.18	JPMCB	 	420 Inwood Avenue North	 	 	 	 	 	 	 
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	 	 	 	 	 	 	 
	9.20	JPMCB	 	8435 West Paradise Lane	 	 	 	 	 	 	 
	9.21	JPMCB	 	320 South Towanda Avenue	 	 	 	 	 	 	 
	9.22	JPMCB	 	2481 Carmichael Drive	 	 	 	 	 	 	 
	9.23	JPMCB	 	2920 South Reed Road	 	 	 	 	 	 	 
	9.24	JPMCB	 	52709 State Road 933	 	 	 	 	 	 	 
	9.25	JPMCB	 	3800 Tarry Street	 	 	 	 	 	 	 
	9.26	JPMCB	 	4035 Arendell Street	 	 	 	 	 	 	 
	9.27	JPMCB	 	2485 Carmichael Drive	 	 	 	 	 	 	 
	9.28	JPMCB	 	2130 South First Street	 	 	 	 	 	 	 
	9.29	JPMCB	 	1164 Harrisburg Pike	 	 	 	 	 	 	 
	9.30	JPMCB	 	1644 Richmond Road	 	 	 	 	 	 	 
	9.31	JPMCB	 	120 South Fairfield Drive	 	 	 	 	 	 	 
	9.32	JPMCB	 	501 South University	 	 	 	 	 	 	 
	9.33	JPMCB	 	9791 North by Northeast Boulevard	 	 	 	 	 	 	 
	9.34	JPMCB	 	121 Iron Point Road	 	 	 	 	 	 	 
	9.35	JPMCB	 	4305 Weaver Parkway	 	 	 	 	 	 	 
	9.36	JPMCB	 	3025 Northeast Loop 286	 	 	 	 	 	 	 
	9.37	JPMCB	 	1410 Arrowhead Drive	 	 	 	 	 	 	 
	9.38	JPMCB	 	3920 Stahl Drive	 	 	 	 	 	 	 
	9.39	JPMCB	 	1415 Stillwater Avenue	 	 	 	 	 	 	 
	9.40	JPMCB	 	13700 Baltimore Avenue	 	 	 	 	 	 	 
	9.41	JPMCB	 	4047 Bridgewater Parkway	 	 	 	 	 	 	 
	9.42	JPMCB	 	1931 Taylor Road	 	 	 	 	 	 	 
	9.43	JPMCB	 	105 South Franklin Road	 	 	 	 	 	 	 
	9.44	JPMCB	 	97 Old Valley School Road	 	 	 	 	 	 	 
	9.45	JPMCB	 	10 Laura Boulevard	 	 	 	 	 	 	 
	9.46	JPMCB	 	3044 North Eastman Road	 	 	 	 	 	 	 
	9.47	JPMCB	 	2701 West Lake Avenue	 	 	 	 	 	 	 
	9.48	JPMCB	 	1201 Cabelas Drive	 	 	 	 	 	 	 
	9.49	JPMCB	 	4851 North Kickapoo	 	 	 	 	 	 	 
	9.50	JPMCB	 	6421 Washington Avenue	 	 	 	 	 	 	 
	9.51	JPMCB	 	3 Stetler Avenue	 	 	 	 	 	 	 
	9.52	JPMCB	 	300 Tanger Drive	 	 	 	 	 	 	 
	9.53	JPMCB	 	2424 Rogerdale Road	 	 	 	 	 	 	 
	9.54	JPMCB	 	2421 East Southeast Loop 323	 	 	 	 	 	 	 
	9.55	JPMCB	 	148 Interstate 45 South	 	 	 	 	 	 	 
	9.56	JPMCB	 	302 Southeast Georgia Avenue	 	 	 	 	 	 	 
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	 	 	 	 	 	 	 
	9.58	JPMCB	 	175 Alford Drive	 	 	 	 	 	 	 
	9.59	JPMCB	 	2812 East Broadway	 	 	 	 	 	 	 
	9.60	JPMCB	 	3035 Northeast Loop 286	 	 	 	 	 	 	 
	9.61	JPMCB	 	110 South Highway 81/287	 	 	 	 	 	 	 
	9.62	JPMCB	 	5210 Crossroads Parkway	 	 	 	 	 	 	 
	9.63	JPMCB	 	141 Apache Place	 	 	 	 	 	 	 
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	 	 	 	 	 	 	 
	9.65	JPMCB	 	20611 Highway 59	 	 	 	 	 	 	 
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	0	0	0	107,946,183	0	0	161,161,013
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	0	1,235,564	0	500,000	100,625	0	0
	11.01	GACC	 	23555 Euclid Avenue	 	 	 	 	 	 	 
	11.02	GACC	 	1204-1210 Massillon Road	 	 	 	 	 	 	 
	11.03	GACC	 	1204-1210 Massillon Road	 	 	 	 	 	 	 
	11.04	GACC	 	655 North River Road Northwest	 	 	 	 	 	 	 
	11.05	GACC	 	16485 Rockside Road	 	 	 	 	 	 	 
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	4,950	0	0	0	267,689	9,557	0
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	32,500	0	0	0	108,000	39,700	898,831
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	0	83,444	0	0	263,550	0	1,914,000
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	47,738	0	0	0	0	227,000	11,431,608



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Other Reserve
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	0	0	0	0	0	0	0
	16.01	GACC	 	220 Grafton Street	 	 	 	 	 	 	 
	16.02	GACC	 	2968 Acushnet Avenue	 	 	 	 	 	 	 
	16.03	GACC	 	1579 Forest Avenue	 	 	 	 	 	 	 
	16.04	GACC	 	741 Roosevelt Trail	 	 	 	 	 	 	 
	16.05	GACC	 	1041 Route 28	 	 	 	 	 	 	 
	16.06	GACC	 	288 Sandown Road	 	 	 	 	 	 	 
	16.07	GACC	 	343 South Broad Street	 	 	 	 	 	 	 
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	0	25,013	0	0	431,365	0	358,318
	18	GACC	Karlin Cap Center, LLC	Various	496,762	0	0	2,730,693	326,287	0	620,811
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	 	 	 	 	 	 	 
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	 	 	 	 	 	 	 
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	0	0	0	0	125,000	208,517	2,408,000
	19.01	GACC	 	11281 Summerlin Square Drive	 	 	 	 	 	 	 
	19.02	GACC	 	1103 South 52nd Street	 	 	 	 	 	 	 
	19.03	GACC	 	10333 North Mall Drive	 	 	 	 	 	 	 
	19.04	GACC	 	10307 North Mall Drive	 	 	 	 	 	 	 
	19.05	GACC	 	5424 Citrus Boulevard	 	 	 	 	 	 	 
	19.06	GACC	 	3408 Access Road	 	 	 	 	 	 	 
	19.07	GACC	 	5437 South 48th Street	 	 	 	 	 	 	 
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	0	0	0	39,933	0	0	0
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	5,371	13,750	0	8,130	42,979	0	0
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	1,107	0	0	0	141,459	0	2,812,415
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	0	0	0	0	0	0	0
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	0	5,000	0	0	37,784	40,900	155,000
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	0	0	0	220,503	0	0	0
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	16,396	0	0	0	152,507	0	157,474
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	1,000	0	0	0	30,340	0	500,000
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	1,946,981	762,775	0	1,000,000	114,604	139,040	0
	28.01	GACC	 	495 Radio Station Road	 	 	 	 	 	 	 
	28.02	GACC	 	200 Frenchtown Road	 	 	 	 	 	 	 
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	0	0	0	0	0	0	0
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	11,280	0	0	0	86,495	4,580	0
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	10,806	0	0	0	115,373	13,443	0
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	2,076	0	0	900,000	221,009	0	434,381
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	0	0	0	0	0	0	0
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	0	25,875	0	92,567	0	0	28,483
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	585	0	0	3,654	31,821	14,041	0
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	0	24,553	0	175,000	59,181	0	39,100
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	0	0	0	100,000	116,248	2,083	0
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	1,667	0	0	0	94,715	0	0
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	43,200	9,900	0	200,000	51,149	0	0
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	100,000	5,625	0	0	16,670	5,250	250,000
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	0	0	0	0	0	0	0




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 PERIODIC ESCROW 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Capex Reserve 	 Monthly Envir. Reserve 	 Monthly TI/LC Reserve 	 Monthly RE Tax Reserve 	 Monthly Ins. Reserve 	 Monthly Other Reserve 	 (Late Payment)
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	0	0	0	71,416	Springing	0	0
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	Springing	0	0	Springing	Springing	0	0
	2.01	GACC	 	600 Mystic Valley Parkway	 	 	 	 	 	 	 
	2.02	GACC	 	1 Merrill Street	 	 	 	 	 	 	 
	2.03	GACC	 	3969 North Rancho Drive	 	 	 	 	 	 	 
	2.04	GACC	 	1200 West Fullerton Avenue	 	 	 	 	 	 	 
	2.05	GACC	 	20A Sheridan Boulevard	 	 	 	 	 	 	 
	2.06	GACC	 	139 Broadway	 	 	 	 	 	 	 
	2.07	GACC	 	3029 Fairfield Avenue	 	 	 	 	 	 	 
	2.08	GACC	 	230-240 Maple Avenue	 	 	 	 	 	 	 
	2.09	GACC	 	3527 Ivar Avenue	 	 	 	 	 	 	 
	2.10	GACC	 	1535 Round Rock Avenue	 	 	 	 	 	 	 
	2.11	GACC	 	1301 East Route 66	 	 	 	 	 	 	 
	2.12	GACC	 	2813 Texas Avenue South	 	 	 	 	 	 	 
	2.13	GACC	 	2455 West Tarrant Road	 	 	 	 	 	 	 
	2.14	GACC	 	7225 South Hulen Street	 	 	 	 	 	 	 
	2.15	GACC	 	3885 Milam Street	 	 	 	 	 	 	 
	2.16	GACC	 	1103 West Highway 287 Bypass	 	 	 	 	 	 	 
	2.17	GACC	 	12540 South Rogers Road	 	 	 	 	 	 	 
	2.18	GACC	 	1641 South Kingshighway Boulevard	 	 	 	 	 	 	 
	2.19	GACC	 	9302 Interstate 30	 	 	 	 	 	 	 
	2.20	GACC	 	611 Blackwood Clementon Road	 	 	 	 	 	 	 
	2.21	GACC	 	1301 Monticello Avenue	 	 	 	 	 	 	 
	2.22	GACC	 	5600 Business Avenue	 	 	 	 	 	 	 
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	8,628	0	0	Springing	Springing	Springing	5
	4	JPMCB	Treeview Industrial I LLC	Various	71,924	0	66,013	136,297	Springing	0	5
	4.01	JPMCB	 	9999 Olson Drive	 	 	 	 	 	 	 
	4.02	JPMCB	 	1405 Worldwide Boulevard	 	 	 	 	 	 	 
	4.03	JPMCB	 	1200 Worldwide Boulevard	 	 	 	 	 	 	 
	4.04	JPMCB	 	1790 South 5200 West	 	 	 	 	 	 	 
	4.05	JPMCB	 	1100 Laval Boulevard	 	 	 	 	 	 	 
	4.06	JPMCB	 	2101 Design Road	 	 	 	 	 	 	 
	4.07	JPMCB	 	2055 Global Way	 	 	 	 	 	 	 
	4.08	JPMCB	 	1942 Sabre Street	 	 	 	 	 	 	 
	4.09	JPMCB	 	2205 Global Way	 	 	 	 	 	 	 
	4.10	JPMCB	 	1280 Lakes Parkway	 	 	 	 	 	 	 
	4.11	JPMCB	 	11 Boulden Circle	 	 	 	 	 	 	 
	4.12	JPMCB	 	1300 Lakes Parkway	 	 	 	 	 	 	 
	4.13	JPMCB	 	7 Boulden Circle	 	 	 	 	 	 	 
	4.14	JPMCB	 	2 Boulden Circle	 	 	 	 	 	 	 
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	Springing	0	0	45,000	Springing	0	0
	5.01	GACC	 	5015 Campbell Boulevard	 	 	 	 	 	 	 
	5.02	GACC	 	7686 Industrial Boulevard	 	 	 	 	 	 	 
	5.03	GACC	 	1302 Campus Parkway	 	 	 	 	 	 	 
	5.04	GACC	 	7544 Teague Road	 	 	 	 	 	 	 
	5.05	GACC	 	2 Commerce Center Drive	 	 	 	 	 	 	 
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	15,458	0	168,848	334,939	Springing	0	5
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	Springing	0	Springing	190,236	4,823	0	1
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	Springing	0	Springing	Springing	Springing	Springing	0
	8.01	JPMCB	 	4300 Airport Expressway	 	 	 	 	 	 	 
	8.02	JPMCB	 	825 Lordship Boulevard	 	 	 	 	 	 	 
	8.03	JPMCB	 	6021 Bethlehem Boulevard	 	 	 	 	 	 	 
	8.04	JPMCB	 	30001 Cabot Drive	 	 	 	 	 	 	 
	8.05	JPMCB	 	3720 US Highway 52 South	 	 	 	 	 	 	 
	8.06	JPMCB	 	2155 East GoDaddy Way	 	 	 	 	 	 	 
	8.07	JPMCB	 	16011 Applewhite Road	 	 	 	 	 	 	 
	8.08	JPMCB	 	8686 New Trails Drive	 	 	 	 	 	 	 
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	 	 	 	 	 	 	 
	8.10	JPMCB	 	501 Shenandoah Drive	 	 	 	 	 	 	 
	8.11	JPMCB	 	2348 FM 464	 	 	 	 	 	 	 
	8.12	JPMCB	 	7 Industry Way	 	 	 	 	 	 	 
	8.13	JPMCB	 	1 & 3 World Packaging Circle	 	 	 	 	 	 	 
	8.14	JPMCB	 	2 & 4 World Packaging Circle	 	 	 	 	 	 	 
	8.15	JPMCB	 	820 Tom Martin Drive	 	 	 	 	 	 	 
	8.16	JPMCB	 	1727 South Main Street	 	 	 	 	 	 	 
	8.17	JPMCB	 	8580 Evans Avenue	 	 	 	 	 	 	 
	8.18	JPMCB	 	12645 Corporate Lakes Drive	 	 	 	 	 	 	 
	8.19	JPMCB	 	5400 International Trade Drive	 	 	 	 	 	 	 
	8.20	JPMCB	 	5545 Goodwin Lane	 	 	 	 	 	 	 
	8.21	JPMCB	 	1375 North 28th Avenue	 	 	 	 	 	 	 
	8.22	JPMCB	 	2503 South Main Street	 	 	 	 	 	 	 
	8.23	JPMCB	 	220 West Schrock Road	 	 	 	 	 	 	 
	8.24	JPMCB	 	140 Wekiva Springs Road	 	 	 	 	 	 	 
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	 	 	 	 	 	 	 
	8.26	JPMCB	 	1385 State Road 436	 	 	 	 	 	 	 
	8.27	JPMCB	 	2325 County Road 10	 	 	 	 	 	 	 
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	 	 	 	 	 	 	 
	8.29	JPMCB	 	4265 West Tompkins Avenue	 	 	 	 	 	 	 
	8.30	JPMCB	 	3201 Rib Mountain Drive	 	 	 	 	 	 	 
	8.31	JPMCB	 	1815 McCurry Road	 	 	 	 	 	 	 
	8.32	JPMCB	 	1001 Carrier Drive	 	 	 	 	 	 	 
	8.33	JPMCB	 	725 Southeast Oralabor Road	 	 	 	 	 	 	 
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	 	 	 	 	 	 	 
	8.35	JPMCB	 	4202 Almonaster Avenue	 	 	 	 	 	 	 
	8.36	JPMCB	 	2705 Gateway Drive	 	 	 	 	 	 	 
	8.37	JPMCB	 	30 Sibley Drive	 	 	 	 	 	 	 
	8.38	JPMCB	 	1031 Buckner Park Drive	 	 	 	 	 	 	 
	8.39	JPMCB	 	10700 Northwest 4th Street	 	 	 	 	 	 	 
	8.40	JPMCB	 	6180 Hagman Road	 	 	 	 	 	 	 
	8.41	JPMCB	 	585 Brookshire Road	 	 	 	 	 	 	 



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 PERIODIC ESCROW 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Capex Reserve 	 Monthly Envir. Reserve 	 Monthly TI/LC Reserve 	 Monthly RE Tax Reserve 	 Monthly Ins. Reserve 	 Monthly Other Reserve 	 (Late Payment)
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	4% of Gross Revenues	0	0	Springing	Springing	Springing	0
	9.01	JPMCB	 	748 North Mathilda Avenue	 	 	 	 	 	 	 
	9.02	JPMCB	 	40 Ranch Drive	 	 	 	 	 	 	 
	9.03	JPMCB	 	550 West Hamilton Avenue	 	 	 	 	 	 	 
	9.04	JPMCB	 	690 Gateway Boulevard	 	 	 	 	 	 	 
	9.05	JPMCB	 	5535 Johnson Drive	 	 	 	 	 	 	 
	9.06	JPMCB	 	15805 Southeast 37th Street	 	 	 	 	 	 	 
	9.07	JPMCB	 	555 Howe Avenue	 	 	 	 	 	 	 
	9.08	JPMCB	 	2300 Green Road	 	 	 	 	 	 	 
	9.09	JPMCB	 	3133 Northeast Shute Road	 	 	 	 	 	 	 
	9.10	JPMCB	 	1701 East Valley Road	 	 	 	 	 	 	 
	9.11	JPMCB	 	1311 Wet N Wild Way	 	 	 	 	 	 	 
	9.12	JPMCB	 	1370 Arrowhead Drive	 	 	 	 	 	 	 
	9.13	JPMCB	 	1648 Richmond Road	 	 	 	 	 	 	 
	9.14	JPMCB	 	2501 Marketplace Drive	 	 	 	 	 	 	 
	9.15	JPMCB	 	447 Farmington Avenue	 	 	 	 	 	 	 
	9.16	JPMCB	 	7424 South Broadway Avenue	 	 	 	 	 	 	 
	9.17	JPMCB	 	50 Raritan Center Parkway	 	 	 	 	 	 	 
	9.18	JPMCB	 	420 Inwood Avenue North	 	 	 	 	 	 	 
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	 	 	 	 	 	 	 
	9.20	JPMCB	 	8435 West Paradise Lane	 	 	 	 	 	 	 
	9.21	JPMCB	 	320 South Towanda Avenue	 	 	 	 	 	 	 
	9.22	JPMCB	 	2481 Carmichael Drive	 	 	 	 	 	 	 
	9.23	JPMCB	 	2920 South Reed Road	 	 	 	 	 	 	 
	9.24	JPMCB	 	52709 State Road 933	 	 	 	 	 	 	 
	9.25	JPMCB	 	3800 Tarry Street	 	 	 	 	 	 	 
	9.26	JPMCB	 	4035 Arendell Street	 	 	 	 	 	 	 
	9.27	JPMCB	 	2485 Carmichael Drive	 	 	 	 	 	 	 
	9.28	JPMCB	 	2130 South First Street	 	 	 	 	 	 	 
	9.29	JPMCB	 	1164 Harrisburg Pike	 	 	 	 	 	 	 
	9.30	JPMCB	 	1644 Richmond Road	 	 	 	 	 	 	 
	9.31	JPMCB	 	120 South Fairfield Drive	 	 	 	 	 	 	 
	9.32	JPMCB	 	501 South University	 	 	 	 	 	 	 
	9.33	JPMCB	 	9791 North by Northeast Boulevard	 	 	 	 	 	 	 
	9.34	JPMCB	 	121 Iron Point Road	 	 	 	 	 	 	 
	9.35	JPMCB	 	4305 Weaver Parkway	 	 	 	 	 	 	 
	9.36	JPMCB	 	3025 Northeast Loop 286	 	 	 	 	 	 	 
	9.37	JPMCB	 	1410 Arrowhead Drive	 	 	 	 	 	 	 
	9.38	JPMCB	 	3920 Stahl Drive	 	 	 	 	 	 	 
	9.39	JPMCB	 	1415 Stillwater Avenue	 	 	 	 	 	 	 
	9.40	JPMCB	 	13700 Baltimore Avenue	 	 	 	 	 	 	 
	9.41	JPMCB	 	4047 Bridgewater Parkway	 	 	 	 	 	 	 
	9.42	JPMCB	 	1931 Taylor Road	 	 	 	 	 	 	 
	9.43	JPMCB	 	105 South Franklin Road	 	 	 	 	 	 	 
	9.44	JPMCB	 	97 Old Valley School Road	 	 	 	 	 	 	 
	9.45	JPMCB	 	10 Laura Boulevard	 	 	 	 	 	 	 
	9.46	JPMCB	 	3044 North Eastman Road	 	 	 	 	 	 	 
	9.47	JPMCB	 	2701 West Lake Avenue	 	 	 	 	 	 	 
	9.48	JPMCB	 	1201 Cabelas Drive	 	 	 	 	 	 	 
	9.49	JPMCB	 	4851 North Kickapoo	 	 	 	 	 	 	 
	9.50	JPMCB	 	6421 Washington Avenue	 	 	 	 	 	 	 
	9.51	JPMCB	 	3 Stetler Avenue	 	 	 	 	 	 	 
	9.52	JPMCB	 	300 Tanger Drive	 	 	 	 	 	 	 
	9.53	JPMCB	 	2424 Rogerdale Road	 	 	 	 	 	 	 
	9.54	JPMCB	 	2421 East Southeast Loop 323	 	 	 	 	 	 	 
	9.55	JPMCB	 	148 Interstate 45 South	 	 	 	 	 	 	 
	9.56	JPMCB	 	302 Southeast Georgia Avenue	 	 	 	 	 	 	 
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	 	 	 	 	 	 	 
	9.58	JPMCB	 	175 Alford Drive	 	 	 	 	 	 	 
	9.59	JPMCB	 	2812 East Broadway	 	 	 	 	 	 	 
	9.60	JPMCB	 	3035 Northeast Loop 286	 	 	 	 	 	 	 
	9.61	JPMCB	 	110 South Highway 81/287	 	 	 	 	 	 	 
	9.62	JPMCB	 	5210 Crossroads Parkway	 	 	 	 	 	 	 
	9.63	JPMCB	 	141 Apache Place	 	 	 	 	 	 	 
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	 	 	 	 	 	 	 
	9.65	JPMCB	 	20611 Highway 59	 	 	 	 	 	 	 
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	0	0	0	Springing	Springing	0	0
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	32,301	0	44,583	100,625	Springing	0	0
	11.01	GACC	 	23555 Euclid Avenue	 	 	 	 	 	 	 
	11.02	GACC	 	1204-1210 Massillon Road	 	 	 	 	 	 	 
	11.03	GACC	 	1204-1210 Massillon Road	 	 	 	 	 	 	 
	11.04	GACC	 	655 North River Road Northwest	 	 	 	 	 	 	 
	11.05	GACC	 	16485 Rockside Road	 	 	 	 	 	 	 
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	4,950	0	0	81,046	4,779	Springing	0
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	5,165	0	Springing	54,000	9,910	Springing	0
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	4% of Gross Revenues	0	0	37,650	Springing	0	0
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	47,738	0	Springing	3,878,518	113,500	0	0



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 PERIODIC ESCROW 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	 Monthly Capex Reserve 	 Monthly Envir. Reserve 	 Monthly TI/LC Reserve 	 Monthly RE Tax Reserve 	 Monthly Ins. Reserve 	 Monthly Other Reserve 	 (Late Payment)
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	Springing	0	0	Springing	Springing	0	0
	16.01	GACC	 	220 Grafton Street	 	 	 	 	 	 	 
	16.02	GACC	 	2968 Acushnet Avenue	 	 	 	 	 	 	 
	16.03	GACC	 	1579 Forest Avenue	 	 	 	 	 	 	 
	16.04	GACC	 	741 Roosevelt Trail	 	 	 	 	 	 	 
	16.05	GACC	 	1041 Route 28	 	 	 	 	 	 	 
	16.06	GACC	 	288 Sandown Road	 	 	 	 	 	 	 
	16.07	GACC	 	343 South Broad Street	 	 	 	 	 	 	 
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	4,317	0	37,772	61,624	Springing	0	0
	18	GACC	Karlin Cap Center, LLC	Various	13,259	0	66,296	65,257	Springing	0	0
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	 	 	 	 	 	 	 
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	 	 	 	 	 	 	 
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	1% of Gross Revenues	0	0	59,532	Springing	Springing	0
	19.01	GACC	 	11281 Summerlin Square Drive	 	 	 	 	 	 	 
	19.02	GACC	 	1103 South 52nd Street	 	 	 	 	 	 	 
	19.03	GACC	 	10333 North Mall Drive	 	 	 	 	 	 	 
	19.04	GACC	 	10307 North Mall Drive	 	 	 	 	 	 	 
	19.05	GACC	 	5424 Citrus Boulevard	 	 	 	 	 	 	 
	19.06	GACC	 	3408 Access Road	 	 	 	 	 	 	 
	19.07	GACC	 	5437 South 48th Street	 	 	 	 	 	 	 
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	Springing	0	Springing	Springing	Springing	0	0
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	5,371	0	8,130	42,978	Springing	0	0
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	1,107	0	0	70,730	Springing	0	0
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	8,739	0	Springing	Springing	Springing	0	0
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	4% of Gross Revenues	0	0	7,557	Springing	Springing	0
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	Springing	0	Springing	Springing	Springing	Springing	0
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	4% of Gross Revenues	0	0	19,063	Springing	Springing	0
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	1,000	0	0	4,334	Springing	Springing	0
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	Springing	0	20,000	25,421	11,587	Springing	0
	28.01	GACC	 	495 Radio Station Road	 	 	 	 	 	 	 
	28.02	GACC	 	200 Frenchtown Road	 	 	 	 	 	 	 
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	Springing	0	0	Springing	Springing	Springing	0
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	4% of Gross Revenues	0	0	8,650	4,580	Springing	0
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	4% of Gross Revenues	0	0	11,537	2,241	Springing	0
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	2,076	0	Springing	27,626	Springing	0	0
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	Springing	0	Springing	Springing	Springing	0	0
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	Springing	0	0	Springing	Springing	Springing	0
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	585	0	3,654	10,607	2,808	0	0
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	680	0	2,720	6,576	Springing	0	0
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	1,760	0	8,310	14,531	2,083	0	0
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	1,667	0	0	11,839	Springing	0	0
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	Springing	0	Springing	6,394	Springing	0	0
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	600	0	0	3,334	583	0	0
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	Springing	0	0	Springing	Springing	0	0




 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Permitted	Final Maturity Date
	1	GACC	MP B4 LLC	1190 Bordeaux Drive	 Yes 	Office	Yes	 
	2	GACC	Fourteen SAC Self-Storage Corporation, Fifteen SAC Self-Storage Corporation, Seventeen SAC Self-Storage Corporation	Various	 Yes 	Self Storage	Yes	9/6/2037
	2.01	GACC	 	600 Mystic Valley Parkway	  	Self Storage	 	 
	2.02	GACC	 	1 Merrill Street	  	Self Storage	 	 
	2.03	GACC	 	3969 North Rancho Drive	  	Self Storage	 	 
	2.04	GACC	 	1200 West Fullerton Avenue	  	Self Storage	 	 
	2.05	GACC	 	20A Sheridan Boulevard	  	Self Storage	 	 
	2.06	GACC	 	139 Broadway	  	Self Storage	 	 
	2.07	GACC	 	3029 Fairfield Avenue	  	Self Storage	 	 
	2.08	GACC	 	230-240 Maple Avenue	  	Self Storage	 	 
	2.09	GACC	 	3527 Ivar Avenue	  	Self Storage	 	 
	2.10	GACC	 	1535 Round Rock Avenue	  	Self Storage	 	 
	2.11	GACC	 	1301 East Route 66	  	Self Storage	 	 
	2.12	GACC	 	2813 Texas Avenue South	  	Self Storage	 	 
	2.13	GACC	 	2455 West Tarrant Road	  	Self Storage	 	 
	2.14	GACC	 	7225 South Hulen Street	  	Self Storage	 	 
	2.15	GACC	 	3885 Milam Street	  	Self Storage	 	 
	2.16	GACC	 	1103 West Highway 287 Bypass	  	Self Storage	 	 
	2.17	GACC	 	12540 South Rogers Road	  	Self Storage	 	 
	2.18	GACC	 	1641 South Kingshighway Boulevard	  	Self Storage	 	 
	2.19	GACC	 	9302 Interstate 30	  	Self Storage	 	 
	2.20	GACC	 	611 Blackwood Clementon Road	  	Self Storage	 	 
	2.21	GACC	 	1301 Monticello Avenue	  	Self Storage	 	 
	2.22	GACC	 	5600 Business Avenue	  	Self Storage	 	 
	3	JPMCB	Seven Hundred 2nd Street Holdings LLC	700 2nd Street Northeast	 Yes 	Office	Yes	 
	4	JPMCB	Treeview Industrial I LLC	Various	 Yes 	Industrial	Yes	 
	4.01	JPMCB	 	9999 Olson Drive	  	Industrial	 	 
	4.02	JPMCB	 	1405 Worldwide Boulevard	  	Industrial	 	 
	4.03	JPMCB	 	1200 Worldwide Boulevard	  	Industrial	 	 
	4.04	JPMCB	 	1790 South 5200 West	  	Industrial	 	 
	4.05	JPMCB	 	1100 Laval Boulevard	  	Industrial	 	 
	4.06	JPMCB	 	2101 Design Road	  	Industrial	 	 
	4.07	JPMCB	 	2055 Global Way	  	Industrial	 	 
	4.08	JPMCB	 	1942 Sabre Street	  	Industrial	 	 
	4.09	JPMCB	 	2205 Global Way	  	Industrial	 	 
	4.10	JPMCB	 	1280 Lakes Parkway	  	Industrial	 	 
	4.11	JPMCB	 	11 Boulden Circle	  	Industrial	 	 
	4.12	JPMCB	 	1300 Lakes Parkway	  	Industrial	 	 
	4.13	JPMCB	 	7 Boulden Circle	  	Industrial	 	 
	4.14	JPMCB	 	2 Boulden Circle	  	Industrial	 	 
	5	GACC	AHIP MD Baltimore 5015 Properties LLC, AHIP MD Baltimore 5015 Enterprises LLC, AHIP MD Hanover 7544 Properties LLC, AHIP MD Hanover 7544 Enterprises LLC, AHIP NJ Wall Properties LLC, AHIP NJ Wall Enterprises LLC, AHIP PA Allentown Properties LLC, AHIP PA Allentown Enterprises LLC, AHIP NJ Dover Properties LLC, AHIP NJ Dover Enterprises LLC	Various	 Yes 	Hotel	Yes	 
	5.01	GACC	 	5015 Campbell Boulevard	  	Hotel	 	 
	5.02	GACC	 	7686 Industrial Boulevard	  	Hotel	 	 
	5.03	GACC	 	1302 Campus Parkway	  	Hotel	 	 
	5.04	GACC	 	7544 Teague Road	  	Hotel	 	 
	5.05	GACC	 	2 Commerce Center Drive	  	Hotel	 	 
	6	JPMCB	ESRT First Stamford Place SPE, L.L.C.	100-300 First Stamford Place	 Yes 	Office	Yes	 
	7	JPMCB	521 East 72nd St. Realty Company II, L.L.C.	521-523 East 72nd Street	 Yes 	Mixed Use	Yes	 
	8	JPMCB	ETCL Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View, LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC; ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford, LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC; ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC; ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC; ETCL Barry Pointe Plasma, LLC; ETCL Casselberry Plasma, LLC	Various	 Yes 	Various	Yes	 
	8.01	JPMCB	 	4300 Airport Expressway	  	Industrial	 	 
	8.02	JPMCB	 	825 Lordship Boulevard	  	Industrial	 	 
	8.03	JPMCB	 	6021 Bethlehem Boulevard	  	Industrial	 	 
	8.04	JPMCB	 	30001 Cabot Drive	  	Office	 	 
	8.05	JPMCB	 	3720 US Highway 52 South	  	Industrial	 	 
	8.06	JPMCB	 	2155 East GoDaddy Way	  	Office	 	 
	8.07	JPMCB	 	16011 Applewhite Road	  	Industrial	 	 
	8.08	JPMCB	 	8686 New Trails Drive	  	Office	 	 
	8.09	JPMCB	 	6000 Rosa Parks Boulevard	  	Industrial	 	 
	8.10	JPMCB	 	501 Shenandoah Drive	  	Industrial	 	 
	8.11	JPMCB	 	2348 FM 464	  	Industrial	 	 
	8.12	JPMCB	 	7 Industry Way	  	Industrial	 	 
	8.13	JPMCB	 	1 & 3 World Packaging Circle	  	Industrial	 	 
	8.14	JPMCB	 	2 & 4 World Packaging Circle	  	Industrial	 	 
	8.15	JPMCB	 	820 Tom Martin Drive	  	Office	 	 
	8.16	JPMCB	 	1727 South Main Street	  	Industrial	 	 
	8.17	JPMCB	 	8580 Evans Avenue	  	Office	 	 
	8.18	JPMCB	 	12645 Corporate Lakes Drive	  	Office	 	 
	8.19	JPMCB	 	5400 International Trade Drive	  	Industrial	 	 
	8.20	JPMCB	 	5545 Goodwin Lane	  	Industrial	 	 
	8.21	JPMCB	 	1375 North 28th Avenue	  	Office	 	 
	8.22	JPMCB	 	2503 South Main Street	  	Industrial	 	 
	8.23	JPMCB	 	220 West Schrock Road	  	Office	 	 
	8.24	JPMCB	 	140 Wekiva Springs Road	  	Industrial	 	 
	8.25	JPMCB	 	9500 Northeast 82nd Terrace	  	Office	 	 
	8.26	JPMCB	 	1385 State Road 436	  	Office	 	 
	8.27	JPMCB	 	2325 County Road 10	  	Office	 	 
	8.28	JPMCB	 	2670 East Paris Avenue Southeast	  	Office	 	 
	8.29	JPMCB	 	4265 West Tompkins Avenue	  	Industrial	 	 
	8.30	JPMCB	 	3201 Rib Mountain Drive	  	Office	 	 
	8.31	JPMCB	 	1815 McCurry Road	  	Office	 	 
	8.32	JPMCB	 	1001 Carrier Drive	  	Industrial	 	 
	8.33	JPMCB	 	725 Southeast Oralabor Road	  	Office	 	 
	8.34	JPMCB	 	5327 & 5423 Tex-Con Road	  	Industrial	 	 
	8.35	JPMCB	 	4202 Almonaster Avenue	  	Industrial	 	 
	8.36	JPMCB	 	2705 Gateway Drive	  	Industrial	 	 
	8.37	JPMCB	 	30 Sibley Drive	  	Industrial	 	 
	8.38	JPMCB	 	1031 Buckner Park Drive	  	Industrial	 	 
	8.39	JPMCB	 	10700 Northwest 4th Street	  	Industrial	 	 
	8.40	JPMCB	 	6180 Hagman Road	  	Industrial	 	 
	8.41	JPMCB	 	585 Brookshire Road	  	Industrial	 	 



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Permitted	Final Maturity Date
	9	JPMCB	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd.,  L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Various	 Yes 	Hotel	No	 
	9.01	JPMCB	 	748 North Mathilda Avenue	  	Hotel	 	 
	9.02	JPMCB	 	40 Ranch Drive	  	Hotel	 	 
	9.03	JPMCB	 	550 West Hamilton Avenue	  	Hotel	 	 
	9.04	JPMCB	 	690 Gateway Boulevard	  	Hotel	 	 
	9.05	JPMCB	 	5535 Johnson Drive	  	Hotel	 	 
	9.06	JPMCB	 	15805 Southeast 37th Street	  	Hotel	 	 
	9.07	JPMCB	 	555 Howe Avenue	  	Hotel	 	 
	9.08	JPMCB	 	2300 Green Road	  	Hotel	 	 
	9.09	JPMCB	 	3133 Northeast Shute Road	  	Hotel	 	 
	9.10	JPMCB	 	1701 East Valley Road	  	Hotel	 	 
	9.11	JPMCB	 	1311 Wet N Wild Way	  	Hotel	 	 
	9.12	JPMCB	 	1370 Arrowhead Drive	  	Hotel	 	 
	9.13	JPMCB	 	1648 Richmond Road	  	Hotel	 	 
	9.14	JPMCB	 	2501 Marketplace Drive	  	Hotel	 	 
	9.15	JPMCB	 	447 Farmington Avenue	  	Hotel	 	 
	9.16	JPMCB	 	7424 South Broadway Avenue	  	Hotel	 	 
	9.17	JPMCB	 	50 Raritan Center Parkway	  	Hotel	 	 
	9.18	JPMCB	 	420 Inwood Avenue North	  	Hotel	 	 
	9.19	JPMCB	 	3451 Rivertown Point Court Southwest	  	Hotel	 	 
	9.20	JPMCB	 	8435 West Paradise Lane	  	Hotel	 	 
	9.21	JPMCB	 	320 South Towanda Avenue	  	Hotel	 	 
	9.22	JPMCB	 	2481 Carmichael Drive	  	Hotel	 	 
	9.23	JPMCB	 	2920 South Reed Road	  	Hotel	 	 
	9.24	JPMCB	 	52709 State Road 933	  	Hotel	 	 
	9.25	JPMCB	 	3800 Tarry Street	  	Hotel	 	 
	9.26	JPMCB	 	4035 Arendell Street	  	Hotel	 	 
	9.27	JPMCB	 	2485 Carmichael Drive	  	Hotel	 	 
	9.28	JPMCB	 	2130 South First Street	  	Hotel	 	 
	9.29	JPMCB	 	1164 Harrisburg Pike	  	Hotel	 	 
	9.30	JPMCB	 	1644 Richmond Road	  	Hotel	 	 
	9.31	JPMCB	 	120 South Fairfield Drive	  	Hotel	 	 
	9.32	JPMCB	 	501 South University	  	Hotel	 	 
	9.33	JPMCB	 	9791 North by Northeast Boulevard	  	Hotel	 	 
	9.34	JPMCB	 	121 Iron Point Road	  	Hotel	 	 
	9.35	JPMCB	 	4305 Weaver Parkway	  	Hotel	 	 
	9.36	JPMCB	 	3025 Northeast Loop 286	  	Hotel	 	 
	9.37	JPMCB	 	1410 Arrowhead Drive	  	Hotel	 	 
	9.38	JPMCB	 	3920 Stahl Drive	  	Hotel	 	 
	9.39	JPMCB	 	1415 Stillwater Avenue	  	Hotel	 	 
	9.40	JPMCB	 	13700 Baltimore Avenue	  	Hotel	 	 
	9.41	JPMCB	 	4047 Bridgewater Parkway	  	Hotel	 	 
	9.42	JPMCB	 	1931 Taylor Road	  	Hotel	 	 
	9.43	JPMCB	 	105 South Franklin Road	  	Hotel	 	 
	9.44	JPMCB	 	97 Old Valley School Road	  	Hotel	 	 
	9.45	JPMCB	 	10 Laura Boulevard	  	Hotel	 	 
	9.46	JPMCB	 	3044 North Eastman Road	  	Hotel	 	 
	9.47	JPMCB	 	2701 West Lake Avenue	  	Hotel	 	 
	9.48	JPMCB	 	1201 Cabelas Drive	  	Hotel	 	 
	9.49	JPMCB	 	4851 North Kickapoo	  	Hotel	 	 
	9.50	JPMCB	 	6421 Washington Avenue	  	Hotel	 	 
	9.51	JPMCB	 	3 Stetler Avenue	  	Hotel	 	 
	9.52	JPMCB	 	300 Tanger Drive	  	Hotel	 	 
	9.53	JPMCB	 	2424 Rogerdale Road	  	Hotel	 	 
	9.54	JPMCB	 	2421 East Southeast Loop 323	  	Hotel	 	 
	9.55	JPMCB	 	148 Interstate 45 South	  	Hotel	 	 
	9.56	JPMCB	 	302 Southeast Georgia Avenue	  	Hotel	 	 
	9.57	JPMCB	 	15295 South Interstate 35 Building 800	  	Hotel	 	 
	9.58	JPMCB	 	175 Alford Drive	  	Hotel	 	 
	9.59	JPMCB	 	2812 East Broadway	  	Hotel	 	 
	9.60	JPMCB	 	3035 Northeast Loop 286	  	Hotel	 	 
	9.61	JPMCB	 	110 South Highway 81/287	  	Hotel	 	 
	9.62	JPMCB	 	5210 Crossroads Parkway	  	Hotel	 	 
	9.63	JPMCB	 	141 Apache Place	  	Hotel	 	 
	9.64	JPMCB	 	2901 South Cowhorn Creek Loop	  	Hotel	 	 
	9.65	JPMCB	 	20611 Highway 59	  	Hotel	 	 
	10	GACC	767 Fifth Partners LLC	767 Fifth Avenue	 Yes 	Mixed Use	Yes	 
	11	GACC	HBP Euclid I, LLC, LMA Commerce IV, LLC, LMA Commerce V, LLC, LMA Massillon III, LLC, NRR Commerce III, LLC, Rockside Commerce III, LLC	Various	 Yes 	Industrial	Yes	 
	11.01	GACC	 	23555 Euclid Avenue	  	Industrial	 	 
	11.02	GACC	 	1204-1210 Massillon Road	  	Industrial	 	 
	11.03	GACC	 	1204-1210 Massillon Road	  	Industrial	 	 
	11.04	GACC	 	655 North River Road Northwest	  	Industrial	 	 
	11.05	GACC	 	16485 Rockside Road	  	Industrial	 	 
	12	JPMCB	2410 San Gabriel, L.P.	2414 San Gabriel Street	 No 	Multifamily	No	 
	13	JPMCB	150 Blackstone River Road, LLC	150 Blackstone River Road	 Yes 	Industrial	Yes	 
	14	GACC	DFW H38 Owner LLC	4440 West John Carpenter Freeway	 Yes 	Hotel	Yes	 
	15	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	 Yes 	Office	Yes	 



 



     


     


    

 


	JPMDB 2017-C7 - Combined
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Permitted	Final Maturity Date
	16	GACC	485 Windham LLC, 485 Hampstead LLC, WG Woodbury LLC, WG New Bedford Realty LLC, WG NB Fee LLC, WG Staten Island Realty LLC, WG Yarmouth Realty LLC, WG Worcester Realty LLC	Various	 Yes 	Retail	Yes	9/8/2031
	16.01	GACC	 	220 Grafton Street	  	Retail	 	 
	16.02	GACC	 	2968 Acushnet Avenue	  	Retail	 	 
	16.03	GACC	 	1579 Forest Avenue	  	Retail	 	 
	16.04	GACC	 	741 Roosevelt Trail	  	Retail	 	 
	16.05	GACC	 	1041 Route 28	  	Retail	 	 
	16.06	GACC	 	288 Sandown Road	  	Retail	 	 
	16.07	GACC	 	343 South Broad Street	  	Retail	 	 
	17	GACC	TPG Preston Plaza, Ltd.	17950 Preston Road	 Yes 	Office	Yes	 
	18	GACC	Karlin Cap Center, LLC	Various	 Yes 	Office	Yes	 
	18.01	GACC	 	11040, 11050, 11060, 11070, 11080 & 11090 White Rock Road	  	Office	 	 
	18.02	GACC	 	11000, 11010, 11020 & 11030 White Rock Road	  	Office	 	 
	19	GACC	AHP LP7 Fayetteville, LLC, AHP LP7 Bentonville, LLC, AHP LP7 Jonesboro, LLC, AHP LP7 CY Baton Rouge, LLC, AHP LP7 RI Baton Rouge, LLC, AHP LP7 Metairie, LLC, AHP LP7 FT Myers, LLC	Various	 Yes 	Hotel	No	 
	19.01	GACC	 	11281 Summerlin Square Drive	  	Hotel	 	 
	19.02	GACC	 	1103 South 52nd Street	  	Hotel	 	 
	19.03	GACC	 	10333 North Mall Drive	  	Hotel	 	 
	19.04	GACC	 	10307 North Mall Drive	  	Hotel	 	 
	19.05	GACC	 	5424 Citrus Boulevard	  	Hotel	 	 
	19.06	GACC	 	3408 Access Road	  	Hotel	 	 
	19.07	GACC	 	5437 South 48th Street	  	Hotel	 	 
	20	GACC	18301 Von Karman Property Owner, LLC	18301 Von Karman Avenue	 Yes 	Office	Yes	 
	21	JPMCB	Mansfield Investments LLC	1755-1829 West Fullerton Avenue	 Yes 	Retail	No	 
	22	JPMCB	Torre Plaza Associates, LLC	10201 Torre Avenue	 Yes 	Office	Yes	 
	23	GACC	NRFC Indianapolis Holdings LLC	8211 Scicor Drive	 Yes 	Mixed Use	Yes	 
	24	GACC	Vista Truckee Tahoe, LLC	11331 Brockway Road	 Yes 	Hotel	Yes	 
	25	GACC	18401 Von Karman Property Owner, LLC	18401 Von Karman Avenue	 Yes 	Office	Yes	 
	26	JPMCB	PHR STPFL, LLC	940 Fifth Avenue South	 Yes 	Hotel	No	 
	27	JPMCB	523 North Broad Owner, LP	523-525 North Broad Street	 Yes 	Multifamily	Yes	 
	28	GACC	EIP 495 Radio Station Road, LLC; EIP Precision Park, LLC	Various	 Yes 	Industrial	Yes	 
	28.01	GACC	 	495 Radio Station Road	  	Industrial	 	 
	28.02	GACC	 	200 Frenchtown Road	  	Industrial	 	 
	29	GACC	1313 CP SPE, LLC	1313 Cooper Point Road Southwest	 No 	Retail	Yes	 
	30	JPMCB	Bhavin Hospitality, L.L.C.	8251 West Amarillo Boulevard	 Yes 	Hotel	Yes	 
	31	JPMCB	Shriji Hospitality Rome, LLC	875 West 1st Street	 No 	Hotel	No	 
	32	JPMCB	Quadrant Preston Trail Partners, LP	17330 Preston Road	 Yes 	Office	No	 
	33	GACC	ASA New Orleans Retail Investments, LLC	500 North Carrollton Avenue	 No 	Retail	No	 
	34	GACC	BBIC Investors SPE, LLC	2201 Poplar Street	 No 	Industrial	Yes	 
	35	JPMCB	Angelo Balbo Realty Corp.	9-11 Raymond Avenue	 No 	Mixed Use	No	 
	36	GACC	Winter Park Investment Group DE LLC	631 South Orlando Avenue & 1220, 1230 and 1234 West Fairbanks Avenue	 No 	Mixed Use	Yes	 
	37	GACC	1250 Mockingbird Sub, LLC	1250 West Mockingbird Lane	 No 	Office	Yes	 
	38	JPMCB	LH 2006 43rd, LLC, P&C Scottino LLC	2006 West 43rd Street	 No 	Multifamily	No	 
	39	GACC	Brittmoore Meadows Building M, LLC	2121 Brittmoore Road	 No 	Industrial	No	 
	40	GACC	11th & Kissling Street Apartments, LLC	238-254A 11th Street & 107-119 Kissling Street	 No 	Multifamily	Yes	 
	41	GACC	AGNL Punch, L.L.C.	162 Gene East Stewart Boulevard	 Yes 	Industrial	No	9/6/2035




 



     


     


    

  


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association

as Certificate Administrator


600 South 4th Street,
7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust 2017-C7


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer of JPMDB Commercial Mortgage Securities Trust 2017-C7, 

Commercial Mortgage
Pass-Through Certificates, Series 2017-C7 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7
(the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


		☐	The Purchaser is not purchasing
a Class R Certificate and the Purchaser is an institution that is an “accredited investor” (an “Institutional
Accredited Investor”)



 





 



 


*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1


     


    


 


within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”) or any entity in which all of the equity owners come within such paragraphs and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and
the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such
account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more
accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in
the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form
hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs
incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be


 






    Exhibit C-2


     


    

 


reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S.


 





 



 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.


 






    Exhibit C-3


     


    

 


Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.          Please
make all payments due on the Certificates:****


 


		☐	(a)        by wire transfer to the following account at a bank
or entity in New York, New York, having appropriate facilities therefor:









	 	 	 	 
	Bank:	 	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 



 


		☐	(b)        by mailing a check or draft to the following address:









	 	 	 	 
	 	 	 
	 	 
	 	 




 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.





	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	[The
    Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 


Dated:


 





 



 


****       Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


     


    


 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar


600 South 4th Street,
7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7 Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. 



 





	STATE OF	)
	 	)           ss.:
	COUNTY OF	)



 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, any State or political
subdivision thereof, any


 






    Exhibit D-1-1


     


    

 


possession
of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated by
the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator
(at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     


    

 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related 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 Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None of the
above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


     


    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-1-4


     


    


 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	
NOTARY PUBLIC in and for the

State of _______________



 


[SEAL]


 


My Commission expires:



 





 



 


 




    Exhibit D-1-5


     


    


 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar


600 South 4th Street,
7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)        The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be


 






    Exhibit D-2-1


     


    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-2-2


     


    


 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF HORIZONTAL RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor 


MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue


31st Floor


New York, New York 10179


Attention: Kunal K. Singh


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2017, between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is
defined in the Risk Retention Rules or as Depositor that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which are
Horizontal Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Risk
Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s 



 






    Exhibit D-3-1


     


    

 


agent,
delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The
Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained
in such certificate is false.


 


		3.	Any transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975 of
the Code relying on Prohibited Transaction Exemption 2002-19 or (ii) an insurance company general account relying on Sections I
and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC or Deutsche Bank Securities Inc.



 


		4.	Check one of the following:



 


☐            The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Risk Retention Rules and the Depositor that the transfer will occur during the applicable Transfer Restriction Period
and that the transfer will comply with all applicable requirements of the Risk Retention Rules.


 


☐            The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Risk Retention Rules or as Depositor, that the transfer will occur after the termination of the applicable Transfer
Restriction Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:





	 	 	 
	GERMAN AMERICAN CAPITAL CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exhibit D-3-2


     


    


 


EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF HORIZONTAL RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor


MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue


31st Floor


New York, New York 10179


Attention: Kunal K. Singh


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 207-C7 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [__] Certificates, which are Horizontal Risk Retention Certificates. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 






    Exhibit D-4-1


     


    

 


		2.	Any transfer of a Certificate evidencing a Risk Retention Certificate to (i) a Plan subject to
ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 2002-19 or (ii) an insurance company general account
relying on Sections I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC or Deutsche Bank Securities Inc.



 


		3.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in the Risk Retention Rules and the Depositor that the transfer will occur during the applicable
Transfer Restriction Period and that the transfer will comply with all applicable requirements of the Risk Retention Rules.



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in the Risk Retention Rules and the Depositor that the transfer will occur after the termination
of the applicable Transfer Restriction Period.



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF,
the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].





	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:





	 	 	 
	GERMAN AMERICAN CAPITAL CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit D-4-2


     


    


 


EXHIBIT
D-5


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF VERTICAL RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

      as Certificate Registrar

600 South 4th Street, 7th Floor


MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue


31st Floor


New York, New York 10179


Attention: Kunal K. Singh


 


German American Capital Corporation


60 Wall Street


New York, New York 10005


Attention: Helaine Kaplan


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2017, between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is
defined in the Risk Retention Rules or as Depositor that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which are
Vertical Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class
[_] Certificate 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 



 






    Exhibit D-5-1


     


    

 


consummate
any such transfer if it knows or believes that any representation contained in such certificate is false.


 


		3.	Any transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975 of
the Code relying on Prohibited Transaction Exemption 2002-19 or (ii) an insurance company general account relying on Sections I
and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC or Deutsche Bank Securities Inc.



 


		4.	Check one of the following:



 


☐            The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Risk Retention Rules and the Depositor that the transfer will occur during the applicable Transfer Restriction Period
and that:


 


A.            The
transfer will comply with all applicable requirements of the Risk Retention Rules.


 


B.            It
is a “majority-owned affiliate”, as such term is defined in the Risk Retention Rules, of the Transferor (a “Majority-Owned
Affiliate”).


 


C.            It
is not acquiring the Class [_] 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 [_] Certificates, it will remain a Majority-Owned Affiliate.


 


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 [_] Certificates will satisfy the risk retention requirements of the “retaining
sponsor” under the Risk Retention Rules.


 


☐            The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Risk Retention Rules or as Depositor, that the transfer will occur after the termination of the applicable Transfer
Restriction Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 






    Exhibit D-5-2


     


    

 





	 	 	 
	GERMAN AMERICAN CAPITAL CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 



    Exhibit D-5-3


     


    


 


EXHIBIT
D-6


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF VERTICAL RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

       as Certificate Registrar

600 South 4th Street, 7th Floor


MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue


31st Floor


New York, New York 10179


Attention: Kunal K. Singh


 


German American Capital Corporation


60 Wall Street


New York, New York 10005


Attention: Helaine Kaplan


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 207-C7 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [__] Certificates, which are Vertical Risk Retention Certificates. The Certificates were issued pursuant to
the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 






    Exhibit D-6-1


     


    

 


		2.	Any transfer of a Certificate evidencing a Risk Retention Certificate to (i) a Plan subject to
ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 2002-19 or (ii) an insurance company general account
relying on Sections I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC or Deutsche Bank Securities Inc.



 


		3.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in the Risk Retention Rules and the Depositor that the transfer will during the applicable
Transfer Restriction Period and that:



 


		A.	The transfer will occur during the Transfer Restriction Period and that the transfer will comply
with all applicable requirements of the Risk Retention Rules.



 


		B.	The Transferee is a “majority owned affiliate” (as such term is defined in the Risk
Retention Rules) of the Transferor,



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in the Risk Retention Rules or the Depositor that the transfer will occur after the termination
of the applicable Transfer Restriction Period.



 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of
[____], 20[__].





	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:








	 	 	 
	GERMAN AMERICAN CAPITAL CORPORATION	 
	 	 	 
	By:	 	 



 






    Exhibit D-6-2


     


    

 


	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





    Exhibit D-6-3


     


    


 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer] 

[Special Servicer] 

Loan No.:	 
	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7
	 	 	 
	 	Custodian/Trustee 

Mortgage File No.:	 
	 
	Depositor
	 	 	 
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        383 Madison Avenue,
31st Floor, New York, New York 10179, Attention: Kunal K. Singh

	 	 	 
	 	 	 
	 	Certificates:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
and as trustee (the “Trustee”), for the Holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial
Mortgage Pass-Through Certificates, Series 2017-C7, the documents referred to below (the “Documents”). All capitalized
terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement
dated as of October 1, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master


 






    Exhibit E-1


     


    

 


Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 



 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Date: _________


 




    Exhibit E-2


     


    


 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association


as Certificate Administrator


600 South 4th Street,
7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re: Transfer of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7
	 	 	 






Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMDB Commercial Mortgage Securities
Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, Class [E-RR][F-RR][G-RR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (including an


 






    Exhibit F-1-1


     


    

 


entity
whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using
the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of
PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute or result in a non-exempt
violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee,
the Certificate Administrator, the Operating Advisor, the Initial Purchasers, the Underwriters or the Trust Fund.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Date: _________


 




    Exhibit F-1-2


     


    


 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding Class R AND CLASS Z Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMDB Commercial Mortgage Securities Trust
2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, [Class R][Class
Z] Certificates (the “[Class R][Class Z] Certificate”) issued pursuant to that certain Pooling and Servicing
Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, the Purchaser
is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in


 






    Exhibit F-2-1


     


    

 


the
entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA) to purchase such Class [R][Z] Certificate.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit F-2-2


     


    


 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



 


 
 


 




    Exhibit G-1


     


    


 



 


 


	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Operating Advisor/	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations Reviewer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	J.P. Morgan Chase Commercial	 	 	 	Midland Loan Services, a Division of PNC Bank, 	 	 	 	Midland Loan Services, a Division of PNC Bank, 

	 	 	 	Pentalpha Surveillance LLC	 	 	 
	 	 	 	Mortgage Securities Corp.	 	 	 	National Association	 	 	 	National Association	 	 	 	375 North French Road	 	 	 
	 	 	 	383 Madison Avenue	 	 	 	10851 Mastin Street	 	 	 	10851 Mastin Street	 	 	 	Suite 100	 	 	 
	 	 	 	New York, NY 10179	 	 	 	Suite 700






	 	 	 	Suite 700	 	 	 	Amherst, NY 14228	 	 	 
	 	 	 	 	 	 	 	Overland Park, KS 66210



	 	 	 	Overland Park, KS 66210	 	 	 	 	 	 	 
	 	 	 		 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: Kunal Singh	 	 	 	Contact: Heather Wagner	 	 	 	Contact: Heather Wagner	 	 	 	Contact:     Don Simon	 	 	 
	 	 	 	Phone Number:  (212) 834-5467	 	 	 	Phone Number:   (913) 253-9570	 	 	 	Phone Number:     (913) 253-9570	 	 	 	Phone Number:    (203) 660-6100	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This
                     report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank,
                     N.A. has not independently confirmed the accuracy of the information.

                      

        Please
    visit www.ctslink.com <http://www.ctslink.com> for additional information and
    if applicable, any special notices and any credit risk retention notices. In addition, certificateholders may register online
    for email notification when special notices are posted. For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









     Page 1 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Z	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     Page 2 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	Z	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






     Page 3 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Interest 

Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
    0.00  	 	 
	 	 	VRR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





     Page 4 of 24


    	 



    







 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

Number	 	 	Appraisal	 	 	 Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
    Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	Controlling Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	

	 	 		 	 		 	 	 	 	 	 
	 	 	 Controlling
    Class:	 	 	 	 	 	 		 	 		 	 	 	 	 	 
	 	 	 Effective
    as of: mm/dd/yyyy	 	 	 	 	 	 		 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Directing Certificateholder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    identity under which the Directing Certificateholder	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	or
    its parent entity primarily operates:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective
    as of: mm/dd/yyyy 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 5 of 24


    	 



    







 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wells Fargo Bank, N.A. 	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Asset Representations Reviewer Fee - Pentalpha Surveillance LLC  	0.00	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	 	0.00	 	 	 	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



     Page 6 of 24


    	 



    







 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     Page 7 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 8 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


     Page 9 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     Page 10 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 11 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


     Page 12 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM	 
	 	Date	#	 	#	 	#	 	#	 	#	 	#	 	#	 	#	 	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 13 of 24


    	 



    




 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	  -   Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	  -   One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	  -   Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	  -   Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 14 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	  -  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	  -  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	  -  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	  -  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	  -  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 15 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

     Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


     Page 16 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



     Page 17 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


     Page 18 of 24


    	 



    





 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 19 of 24


    	 



    










 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




     Page 20 of 24


    	 



    






 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 21 of 24


    	 



    






 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



     Page 22 of 24


    	 



    








 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



     Page 23 of 24


    	 



    



 





	 	 	 	 
		JPMDB Commercial  Mortgage Securities Trust 2017-C7


Commercial Mortgage Pass-Through Certificates

Series 2017-C7	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	11/17/17
	8480 Stagecoach Circle	Record Date:	10/31/17
	Frederick, MD 21701-4747	Determination Date:	11/13/17






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk Retention	 
	 	 	 
	 	Pursuant to the PSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available
on www.ctslink.com, specifically under the “Risk Retention Special Notices” tab for the JPMDB 2017-C7 transaction, certain
Information provided to the Certificate Administrator regarding compliance with the Credit Risk Retention Rules. Investors should
refer to the Certificate Administrator’s website for all such information.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




     Page 24 of 24


    	 



    

  












 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National
Association, as Trustee for the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, its successors and assigns, all right, title and interest
of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain
Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF,
the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit H-1


     


    


 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*       Select
appropriate depository.


 






    Exhibit I-1


     


    

 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: J.P. Morgan
Chase Commercial Mortgage 

Securities Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    


 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


     


    


 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



 


*       Select
appropriate depository.


 






    Exhibit K-1


     


    


 


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. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 




    Exhibit K-2


     


    


 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 





 



 


*       Select,
as applicable.

 






    Exhibit L-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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	Dated:	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




    Exhibit L-2


     


    


 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.

 






    Exhibit M-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2


     


    


 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2


     


    


 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    Exhibit O-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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 




    Exhibit O-2


     


    


 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email: trustadministrationgroup@wellsfargo.com;

 cts.cmbs.bond.admin@wellsfargo.com






 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 



 


In accordance with
the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.             The
undersigned is not a Borrower Party.


 


5.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the


 






    Exhibit P-1A-1


     


    

 


undersigned
will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that
the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Exhibit P-1A-2


     


    


 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head

Telecopy number:  1-888-706-3565

Email:  NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention:  JPMDB 2017-C7 Transaction Manager

With a copy sent via email to:  notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)	 	
        Wells Fargo Bank,
National Association,

        600 South 4th
Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

	 	 	 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 



 


In accordance with
the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.             The
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1B-1


     


    

 


3.             The
undersigned is not a Borrower Party.


 


4.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 






    Exhibit P-1B-2


     


    

 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Exhibit P-1B-3


     


    


 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder
AND/OR THE RISK RETENTION CONSULTATION PARTY) 


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 



 


In accordance with
the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1C-1


     


    

 


4.             The
undersigned is a Borrower Party.


 


5.             The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Exhibit P-1C-2


     


    




 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder AND/OR THE
RISK RETENTION CONSULTATION PARTY)


 


[Date] 


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)	 	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7 



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7



 


In accordance with
the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1. The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder][the
Risk Retention Consultation Party].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan][Loan](s):


 






    Exhibit P-1D-1 


     


    




 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: Except with respect to the [Excluded Loan][Excluded Controlling Class
Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.]


 


5.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned hereby acknowledges and agrees that it is prohibited
from accessing, reviewing and using Excluded Information (as defined in the Pooling and Servicing Agreement) relating to the [Excluded
Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information in connection with its duties, or exercise
of its rights pursuant to the Pooling and Servicing Agreement.]


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: To the extent the undersigned receives access to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall
be deemed to have agreed that it (i) will not directly or indirectly provide


 



    Exhibit P-1D-2 


     


    

 


any such Excluded Information to (A) the related Borrower
Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.]


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage
prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


 


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Exhibit P-1D-3 


     


    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email: trustadministrationgroup@wellsfargo.com 

            cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)	 	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7 



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMDB COMMERCIAL MORTGAGE SECURITIES TRUST 2017-C7
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C7 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    Exhibit P-1E-1 


     


    

  


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect
to any other Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D
to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit
P-1F to the Pooling and Servicing Agreement.


 


3.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating


 



    Exhibit P-1E-2 


     


    

 


Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [[For
use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this
certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For use by
the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF form
has been delivered in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above by
electronic mail.]


 


9.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


10.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 






    Exhibit P-1E-3 


     


    




 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


  





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


cc: J.P. Morgan Chase Commercial Mortgage 


Securities Corp.


 




    Exhibit P-1E-4 


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


 





Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com





 





with a copy to: 


 


[Wells Fargo Bank, National
Association, 


8480 Stagecoach Circle

Frederick, Maryland 21701-4747 


Attention: JPMDB Commercial Mortgage Securities Trust Series 2017-C7]







 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”): 


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


  






    Exhibit P-1F-1 


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the JPMDB Commercial Mortgage Securities Trust 2017-C7 securitization should be revoked as to such users: 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 





	 	 	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 
	 	 	 
	The undersigned hereby acknowledges that access to CTSLink
has been revoked for the users listed in Paragraph 3.	 	 


 






    Exhibit P-1F-2 


     


    




 
WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


	 	 
	Name:	 
	Title:	 





 




    Exhibit P-1F-3 


     


    

 


EXHIBIT P-1G 


 


Form
of Certification of the Directing Certificateholder 


 


[Date]


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Email: trustadministrationgroup@wellsfargo.com 

           cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)	 	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479 

        Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7 



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates,
Series 2017-C7



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid


 






    Exhibit P-1G-1 


     


    




 


5.       [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation
of such identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity
primarily operates under the identity __________________________. The directing holder is __________________________.


 


6.       The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its
Distribution Date Statement.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified. 





	 	 	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp	 	 


  




    Exhibit P-1G-2 


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date] 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMDB Commercial Mortgage Securities Trust
2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


The undersigned is
a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


		1.	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 either (x) any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s website
or (y) if the undersigned did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it
shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable
to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information that
is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date.


 


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.


 






    Exhibit P-2-1 


     


    




 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:  	 
	 	 	Name:
	 	 	Title:


  




    Exhibit P-2-2 


     


    

  


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with JP Morgan Securities LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) pursuant to the Pooling and Servicing Agreement dated as of
October 1, 2017 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer and the assets underlying or referenced
by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement. Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


		1.	Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential
Information” shall include the following information (irrespective of its source or form of communication, including
information obtained by you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in
connection with the issuance or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations,
forecasts, records, agreements, legal documents and other information (such information, the “Evaluation Material”)
and (y) any of the terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing
Agreement, including the status thereof; provided, however, that the term Confidential Information shall not include
information which:



 


		●	was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;



 


		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or



 


		●	is independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3 


     


    




 


		2.	Information to Be Held in Confidence.



 


		a.	You will use the Confidential Information solely for the purpose of determining or monitoring a
credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).



 


		b.	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy
manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement
to that effect.



 


		c.	You will treat the Confidential Information as private and confidential. Subject to Section 4,
without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:



 


		i.	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		ii.	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



 


		iii.	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or
other reasonable assurance that confidential treatment will



 






    Exhibit P-2-4 


     


    




 


	 	 	be accorded the
Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority to
do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective order or
other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not to
disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable
assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to
obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential
Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no
event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective order
or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other
remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.



 


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf
of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be
destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO
may retain one or more copies of any document or other material containing Evaluation Material to the extent necessary for legal
or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory
compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive
or electronic media or other documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided,
that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will
remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations of this Confidentiality Agreement.



 


		a.	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO
or any NRSRO Representative.



 


		b.	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
or unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all
steps reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized
disclosure or use.



 


		c.	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law
and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in



 






    Exhibit P-2-5 


     


    




 


	 	 	accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be
entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically
enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or
in equity. It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder
shall preclude any other or further exercise of any right, power or privilege.



 


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement
and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement
will survive indefinitely.



 


		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising
under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and
duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed within such State.



 


		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate
writing by the NRSRO and each Furnishing Entity.



 


		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between
you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected
by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.



 


		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
shall be directed as set forth below:



 


JP Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179


 




    Exhibit P-2-6 


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMDB Commercial Mortgage Securities Trust
2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P., Intex Solutions, Inc., Trepp, LLC, BlackRock
Financial Management Inc., Interactive Data Corp., CMBS.com, Inc., MBS Data, LLC, Markit Group Limited, Moody’s Analytics
or Thomson Reuters, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the terms of this certification by itself
or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer 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.



 






    Exhibit P-3-1 


     


    




 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2 


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian,
hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the
Pooling and Servicing Agreement and has determined that (i) all documents specified in [clauses (i) through (v), (viii), (ix),
(xi), (xii) and (xiii) (or with respect to clause (xii)], a copy of such letter of credit and the required officer’s certificate),
if any, of the definition of “Mortgage File”, as applicable, with respect to the Mortgage Loans are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on
such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to
the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-1 


     


    

  


SCHEDULE A 


 


	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179	 	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com
	 	 	 
	DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

E-mail: cmbs.surveillance@DBRS.com	 	 
	 	 	 
	
        Moody’s Investors Service, Inc.

        

        7 World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7

Telecopy Number: (410) 715 2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com
	
        Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

        E-mail: info.cmbs@fitchratings.com 
	 	 
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)	 	
        [DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]

         

         

         

        [APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS] 




 



    Exhibit Q-2 


     


    

  


EXHIBIT R


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER AND SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


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


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head 


Fax Number: (888) 706-3565 


 


 


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee (in such capacity,
the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Master Servicer” and the “Special Servicer”), as its true and lawful attorney-in-fact
(in either capacity, as appropriate, 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 Attorney-In-Fact, 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 the
Attorney-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of
October 1, 2017 (the “Agreement”) between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
the Master Servicer, as master servicer, the Special Servicer, as special servicer, Wells Fargo Bank, National Association, as
Certificate Administrator (in such capacity, the “Certificate Administrator”) and as Trustee (in such capacity,
the “Trustee”), and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset
Representations Reviewer”) and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf
of the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 and no
power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of
Attorney is being issued in connection with the Attorney-In-Fact’s responsibilities to service certain mortgage loans (the
“Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or
deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security
instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit R-1 


     


    




 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed
of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the
Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer and the Special Servicer has an obligation to
defend Wells Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission
and settlement.


 


3.       Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.       Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, as Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.       Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.       [RESERVED].


 






    Exhibit R-2 


     


    




 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s and the 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 Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.      Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


11.      Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).


 


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 Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of the Closing 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 Attorney-In-Fact
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of
this Limited Power of Attorney by the Attorney-In-Fact. The foregoing indemnity shall survive the termination of this Limited Power
of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under
the Agreement.


 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by
a duly elected and authorized signatory this _________ day of ________, 20[__].




 






    Exhibit R-3 


     


    




 





	 	Wells Fargo Bank, National Association, as Trustee
for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial
Mortgage Pass-Through Certificates, Series 2017-C7



  


		 	By:	
	Witness:	 	 	, Vice President
	 	 	 	 





		 	 	
	Witness:	 	Attest:	Assistant Secretary



 



    Exhibit R-4 


     


    

  


	STATE OF	)
	 	)   ss.:
	COUNTY OF	)





 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official seal.





	 	 	 	 
	 	 	Notary Public
	 	 	
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 	 


 




    Exhibit R-5 


     


    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS  


 


	Loan	Companion Holder
	Moffett Place Building 4	
         

        Note A-3

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS: 

        

Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: General Counsel

         

        Note A-4

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

        

        

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        JPMDB Commercial Mortgage Securities Trust Series 2017-C7

         

        with a copy to:

        

        Telecopy Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         




 






    Exhibit S-1 


     


    




 


	U-Haul SAC Portfolios 14, 15, 17                                	
        Note A-3 and Note A-4

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS:

         

        Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com 

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: General Counsel 

	Station Place III	
        Note A-2 and Note A-3

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Tom Cassino

        E-mail: thomas.cassino@jpmorgan.com

         

        Note A-4 and Note A-5

         

        Citi Real Estate Funding Inc.

         

        NOTICE ADDRESS:

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street

        7th Floor

        New York, New York 10013

        Attention: Ana Rosu Marmann

        Facsimile No.: (646) 328-2938

         

        with copies to:  




 






    Exhibit S-2 


     


    

  


	 	 

                                                                                                                                                      Citigroup
                                         Global Markets Realty Corp.

                                         390 Greenwich Street, 5th Floor

                                         New York, New York 10013

                                         Attention: Paul Vanderslice

                                         Facsimile: (212) 723-8599

                                         paul.t.vanderslice@citi.com


 


Citigroup Global Markets Realty Corp. 


388 Greenwich Street, 19th Floor  


New York, New York 10013 


Attention: Richard Simpson 


Facsimile: (646) 328-2943 


E-mail: richard.simpson@citi.com

 

Ryan M. O’Connor


Facsimile: (646) 328-2943

E-mail: ryan.m.oconnor@citi.com








	Treeview Industrial Portfolio	
         

        Note A-1

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2017-JP7

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com 

         

	AHIP Northeast Portfolio 1	 

                                                                                                                         Note
                                         A-2

                                                                                 

                                                                                Deutsche Bank AG, acting through its New York Branch.

                                                                                 

                                                                                NOTICE ADDRESS:

                                                                                 




 






    Exhibit S-3 


     


    




 


		
         

        

        Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: General Counsel

         

	First Stamford Place	
         

        Note A-1-A

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2017-JP7

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note A-2-A

         

        Wilmington Trust, National Association for the Holders of BANK
        2017 BNK7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee BANK 2017-BNK7

         

        with a copy to: 




 






    Exhibit S-4 


     


    




 


	 	 

                                                                                                                                                                  Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-2-B


 


Wilmington Trust, National Association for the Holders of WFCM
2017-C39 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C39


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C39


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com 





	521-523 East 72nd Street	 

        Note A-2

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS: 

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Tom Cassino

        E-mail: thomas.cassino@jpmorgan.com 

         

	Gateway Net Lease Portfolio

                                                                                 
	 

                                                                                                                         Note A-1-1

                                                                                                                          

                                                                                                                         Wells Fargo Bank, National Association for the Holders of DBJPM
2017-C6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C6


 


NOTICE ADDRESS:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road 








 






    Exhibit S-5 


     


    




 


	                                                                  	
        

        

        Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

DBJPM Commercial Mortgage Securities Trust Series 2017-C6

         

        with a copy to:

         

        Telecopy Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         

        Note A-1-2

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2017-JP7

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note A-1-4

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Thomas Nicholas Cassino

        Facsimile No.: (212) 834-6047

         

        Note A-2-1

         

        Wilmington Trust, National Association for the Holders
of BANK 2017-BNK5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 




 






    Exhibit S-6 


     


    




 


	                                                                	 

                                                                                                                      NOTICE
ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK5


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-2-2 and Note A-2-3


 


Bank of America, National Association


 


NOTICE ADDRESS:


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@baml.com


 


with copies to:


 


Todd Stillerman

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Email: william.stillerman@bankofamerica.com


 


Notes B-1-1, B-1-2, B-1-3, B-1-4, B-1-5, B-2-1, B-2-2, B-2-3,
B-2-4, B-2-5


 


Apollo Global Management, LLC


 


NOTICE ADDRESS:


 


c/o Athene Asset Management, L.P.

2121 Rosecrans Ave, Suite 5300

El Segundo, CA 90245

Attn: Stephen Hanover 








 






    Exhibit S-7 


     


    




 


	 	 

                                                                                                                      with a copy to:


 


c/o Athene Asset Management, L.P.

2121 Rosecrans Ave, Suite 5300

El Segundo, CA 90245

Attn: Legal Department


 


with a copy to:


 


Apollo Global Management,

9 West 57th Street, Floor 43

New York, NY 10019

Attn: Jay Jablonski 





	Starwood Capital Group Hotel Portfolio	 

                                                                                                                                                      


Note A-1


 


Wells Fargo Bank, National Association for the Holders of DBJPM
2017-C6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C6


 


NOTICE ADDRESS:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

DBJPM Commercial Mortgage Securities Trust Series 2017-C6


 


with a copy to:


 


Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


Note A-2-1 and Note A-16-1


 


Wilmington Trust, National Association for the Holders of JPMCC
2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street 




 






    Exhibit S-8 


     


    

  


	                                                          	Wilmington, Delaware 19890

Attention: CMBS Trustee JPMCC 2017-JP7


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-3


 


Wilmington Trust, National Association for the Holders of BANK
2017-BNK5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK5


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-4


 


Wilmington Trust, National Association for the Holders of BANK
2017-BNK6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK6


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK6


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-5 








 






    Exhibit S-9 


     


    




 


	                                                       	Wilmington Trust, National Association for the Holders of WFCM
2017-C38 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C38


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C38


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-6-1


 


Wilmington Trust, National Association for the Holders of WFCM
2017-C39 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C39


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C39


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-6-2 and Note A-17


 


Barclays Bank PLC


 


NOTICE ADDRESS:

 


Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com 







 






    Exhibit S-10 


     


    

  


	                                                       	Facsimile: (646) 758-1700


 


with copies to:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Vice President, Legal Department

Email: steven.glynn@barclays.com

Facsimile: (212) 412-7519


 


Note A-7


 


Wells Fargo Bank, National Association for the Holders of DBJPM
2017-C6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C6


 


NOTICE ADDRESS:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

DBJPM Commercial Mortgage Securities Trust Series 2017-C6


 


with a copy to:


 


Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


Note A-8 and Note A-10


 


Wilmington Trust, National Association for the Holders of CD
2017-CD5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CD5


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2017-CD5 







 






    Exhibit S-11 


     


    




 


		
        

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Notes A-11, A-12 and A-13-2

         

        Wells Fargo Bank, National Association for the Holders of UBS
        2017-C2 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Securities Trust Series 2017-C2

         

        with a copy to:

         

        Telecopy Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com

         

        Note A-15 and Note A-16-2

         

        Starwood Mortgage Funding II LLC

         

        NOTICE ADDRESS:

         

        Starwood Mortgage Funding II LLC

        1601 Washington Ave., Suite 800

        Miami Beach, Florida 33139

        Attention: Leslie K. Fairbanks, Executive Vice President

        Facsimile: (305) 695-5449

        With a copy by email to: lfairbanks@starwood.com

        

	General Motors Building	 

                                                                                                                         Notes
                                         A-1-S, A-2-S, A-3-S, A-4-S, A-1-C1, A-2-C1, A-3-C1, A-4-C1, B-1-S, B-2-S, B-3-S, B-4-S


  


Wilmington Trust, National Association for the Holders of BXP 2017-GM Securitization Trust, 








 






    Exhibit S-12 


     


    




 


	                                                                     	Commercial
Mortgage Pass-Through Certificates, Series 2017-GM  


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BXP 2017-GM


 


with a copy to: 


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Notes A-1-C-2, A-1-C3-1, A-4-A3


 


Wilmington Trust, National Association for the Holders of BANK
2017-BNK6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK6


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK6


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Notes A-1-A2, A-1-C3-2, A-3-A2-2, A-3-C3-1


 


Deutsche Bank Trust Company Americas for the Holders of CCMT
2017-B1 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-B1


 


NOTICE ADDRESS:


 


Deutsche Bank Trust Company Americas,

1761 East St. Andrew Place,

Santa Ana, California, 92705-4934,

Attention: Trust Administration – CI17B1,

Fax number (714) 247-6022 








 






    Exhibit S-13 


     


    




 


	                                                                          	 

                                                                                                                                                                  Notes A-1-C4, A-1-A3


 


Wilmington Trust, National Association for the Holders of BANK
2017 BNK7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK7


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Notes A-1-A1, A-2-A1, A-3-A1, A-4-A1


 


Cantor Commercial Real Estate Lending, L.P.


 


NOTICE ADDRESS:


 


Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso

Facsimile no. (212) 610-3623

with a copy to: General Counsel


 


Notes A-2-C2-1, A-3-C2, A-3-C3-2


 


Wilmington Trust, National Association for the Holders of CD
2017-CD5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CD5


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee CD 2017-CD5


 


with a copy to: 








 






    Exhibit S-14 


     


    




 


	                                                                     	
        

         

        

        

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Notes A-2-C2-2, A-2-C3

         

        Wells Fargo Bank, National Association for the Holders of UBS
        2017 C2 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        UBS Commercial Mortgage Securities Trust Series 2017-C2

         

        Notes A-3-A2-1; A-3-A3

         

        Wilmington Trust, National Association for the Holders of CCMT
        2017-P8 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-P8

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee CCMT 2017-P8

         

        with a copy to:

        

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Notes A-4-C2, A-4-C3, A-4-A2

         

        Wilmington Trust, National Association for the Holders of WFCM
        2017-C38 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C38

         

        NOTICE ADDRESS: 




 






    Exhibit S-15 


     


    




 


	                                                          	




Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C38


 


with a copy to: 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com 





	IRG Portfolio	
         

        Note A-2

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS: 

        

Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street 

         

        New York, New York 10005

        Attention: General Counsel

        

	245 Park Avenue	 

                                                                                                                      Notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, B-1, B-2, B-3, B-4,
B-5


 


Wilmington Trust, National Association for the Holders of 245
Park Avenue Trust 2017-245P Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-245P


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee 245 Park Avenue Trust 2017-245P 








 






    Exhibit S-16 


     


    




 


	                                                             	 

                                                                                                                                                                  with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-2-A-1


 


Wilmington Trust, National Association for the Holders of JPMCC
2017-JP6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMCC 2017-JP6


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Notes A-2-A-2, A-2-C-1-A


 


Wells Fargo Bank, National Association for the Holders of DBJPM
2017-C6 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C6


 


NOTICE ADDRESS:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

DBJPM Commercial Mortgage Securities Trust Series 2017-C6


 


with a copy to:


 


Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


Note A-2-A-3 







 






    Exhibit S-17 


     


    




 


	                                                                	 

                                                                                                                      Wilmington Trust, National Association for the Holders of JPMCC
2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMCC 2017-JP7


 


with a copy to:


 


Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


Note A-2-B-1


 


Wells Fargo Bank, National Association, for the benefit of the
holders of the CSAIL 2017-C8 Securitization Trust, Commercial Mortgage Pass-Through Certificates Series 2017-C8.


 


NOTICE ADDRESS:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, NC 28202

Attention: CSAIL 2017-C8 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association

Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: CSAIL 2017-C8


 


Notes A-2-C-1-B, A-2-C-2 








 






    Exhibit S-18 


     


    




 


	                                                       	 

                                                                                                                                                                  Deutsche Bank AG, acting through its New York Branch.


 


NOTICE ADDRESS:


 


Deutsche Bank, AG, New York Branch  


60 Wall Street  


New York, New York 10005  


Attention: Robert Pettinato 


Telecopier: (212) 797-4488 





E-Mail: Robert.pettinato@db.com


 


with a copy to:


 


Deutsche Bank AG, New York Branch  


60 Wall Street  


 

New York, New York 10005

Attention: General Counsel


 


Notes A-2-B-2-A, A-2-B-2-B, A-2-B-3-A and A-2-B-3-B


 


Natixis Real Estate Capital LLC


 


NOTICE ADDRESS:


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Office of the General Counsel


 


with a copy also by electronic mail to:

legal.notices@us.natixis.com


 


Notes A-2-D-1, A-2-D-2 and A-2-D-3


 


Société Générale


 


NOTICE ADDRESS:


 


Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E-mail: Jim.Barnard@sgcib.com 








 






    Exhibit S-19 


     


    




 


	                                                           	
        

          

        with a copy to:

         

        Société Générale

        245 Park Avenue

        11th Floor

        New York, New York 10167

        Attention: General Counsel

        Facsimile: (212) 278-2074

         

        Note A-2-E-1

         

        Wilmington Trust, National Association for the Holders of WFCM
        2017-C38 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C38

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee WFCM 2017-C38

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note A-2-E-2

         

        Barclays Bank PLC

         

        NOTICE ADDRESS:

         

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson, Managing Director

        Email: daniel.vinson@barclays.com

        Facsimile: (646) 758-1700

         

        with copies to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Vice President, Legal  




 






    Exhibit S-20 


     


    




 


	 	Department

        Email: steven.glynn@barclays.com

        Facsimile: (212) 412-7519
	Walgreens Witkoff Portfolio	
         

        Note A-2 

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS:

        

        

Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488

        

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street

New York, New York 10005

Attention: General Counsel

         

	Capital Centers II & III	
         

        Note A-2 

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS: 

        

        Deutsche Bank, AG, New York Branch

        

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street

New York, New York 10005

Attention: General Counsel 




 






    Exhibit S-21 


     


    




 


	 	 
	Lightstone Portfolio	
         

        Note A-1 

         

        Deutsche Bank AG, acting through its New York Branch.

         

        NOTICE ADDRESS: 

        

Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato

        

        Telecopier: (212) 797-4488

        

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch

        

        60 Wall Street

New York, New York 10005

Attention: General Counsel 

	Torre Plaza	
         

        Note A-1

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2017-JP7 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2017-JP7

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com 

         

	Covance Business Center

                                                                                 
	 

                                                                                                                         Note A-2 

                                                                                 

                                                                                Deutsche Bank AG, acting through its New York




 






    Exhibit S-22 


     


    




 


	                                                                 	
        Branch.

         

        NOTICE ADDRESS: 

        

Deutsche Bank, AG, New York Branch 

        60 Wall Street 

        New York, New York 10005 

        Attention: Robert Pettinato 

        Telecopier: (212) 797-4488 

        E-Mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch 

        60 Wall Street

New York, New York 10005

Attention: General Counsel 

	Mural Lofts	
         

        Note B-1 Holder:

        Janus Henderson Global Bond Fund

        

        Notice Address:

        Janus Henderson Global Bond Fund

        C/o Janus Capital Management LLC

        151 Detroit Street

        Denver CO 80206

        Attn: Legal Department

         

        Note B-2 Holder:

        JCF - Janus Global Flexible Income Fund

        

        Notice Address:

        JCF - Janus Global Flexible Income Fund

        C/o Janus Capital Management LLC

        151 Detroit Street

        Denver CO 80206

        Attn: Legal Department

         

        Note B-3 Holder:

JCF - Janus Global High Yield Fund



Notice Address:

JCF - Janus Global High Yield Fund

C/o Janus Capital Management LLC

151 Detroit Street

Denver CO 80206

Attn: Legal Department 




 






    Exhibit S-23 


     


    




 


	 	 

                                                                                                                                                      Note
                                         B-4 Holder:

                                                                                                                                                      

                                                                                                                                                      

                                         Janus Henderson
                                         Multi-Sector Income Fund

                                                                                                                                                       

                                                                                                                                                      

                                         Notice Address:

                                         Janus Henderson
                                         Multi-Sector Income Fund

                                         C/o Janus Capital
                                         Management LLC

                                         151 Detroit
                                         Street

                                         Denver CO 80206

                                         Attn: Legal
                                         Department  

	EIP Logistics Portfolio                            	
         

        Note A-1

         

        Wilmington Trust, National Association for the Holders of CFCRE
        2017-C8 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee CFCRE 2017-C8

         

        with a copy to:

         

        Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com 







    Exhibit S-24 


     


    



 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing





Three Wells Fargo

MAC D1050-084, 401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: [JPMCC 2017-JP7][BXP 2017-GM][245 Park Avenue Trust 2017-245P][CFCRE 2017-C8] Asset Manager

Telecopy Number: (704) 715-0036





Email: commercial.servicing@wellsfargo.com]


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565]


 


[INSERT ADDRESS OF THE LIGHTSTONE PORTFOLIO MASTER SERVICER]


 


VIA FACSIMILE


 


		Re:	JPMDB Commercial
Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 



 


Dear [__________]:


 


[Wells Fargo Bank, National
Association] [Midland Loan Services, a Division of PNC Bank, National Association] [INSERT NAME OF THE LIGHTSTONE PORTFOLIO MASTER
SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for the whole loan[s] secured by the
[Mortgaged Propert[y][ies]][portfolio of Mortgaged Properties] identified on the Mortgage Loan Schedule as [Treeview Industrial
Portfolio][First Stamford Place][Gateway Net Lease Portfolio][Starwood Capital Group Hotel Portfolio][General Motors Building][245
Park Avenue][Torre Plaza][EIP Logistics Portfolio][Lightstone Portfolio] (the “Subject Whole Loan[s]”), as such
term is defined under the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “2017-C7 Pooling and Servicing
Agreement”) between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer (in such capacity, the “2017-C7 Master Servicer”) and
as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee, and Pentalpha LLC, as operating advisor and as asset representations reviewer. The Certificate
Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 






    	Exhibit T-1 



    


    

 


The Non-Serviced Master
Servicer shall remit to the 2017-C7 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as
the case may be, to the 2017-C7 Master Servicer all reports, statements, documents, communications, and other information that
are to be forwarded, delivered or otherwise made available to, the holders of the Subject Whole Loan[s].


 


The Subject Whole Loan
[is][is not] a Significant Obligor (as such term is defined in the 2017-C7 Pooling and Servicing Agreement) under the 2017-C7 Pooling
and Servicing Agreement.


 


Thank you for your attention
to this matter.


 


Date: _________________________


 





	 	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the JPMDB
Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  




    	Exhibit T-2 



    


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To: 


 


	 	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com	DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

E-mail: cmbs.surveillance@DBRS.com
	 	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 

                                                           




 


 From:                     Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.




 


		Date:	_________, 20___



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

            ____________________



 






    	Exhibit U-1 



    


    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)          Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____ a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)          Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The
defeasance was consummated on __________, 20__.


 


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






    	Exhibit U-2 



    


    

 


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to
the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the
Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)          The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)          The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in


 






    	Exhibit U-3 



    


    

 


the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)         Certify that
the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.


 


(e)         Agree to provide
copies of all items listed in Exhibit B to you upon request.


 




    	Exhibit U-4 



    


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[____________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	Exhibit U-5 



    


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than 120 days after the end of the calendar year, pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer
and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer.

Transaction: J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2017-C7 

Operating Advisor: Pentalpha Surveillance LLC 

Special Servicer as of December 31: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans
                                         were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of a Final Asset Status Report.



 


		b.	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. The [Final] Asset Status Reports may not yet be fully implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer is processing a Major Decision with respect to such Specially
                                         Serviced Loan, the Special Servicer has provided the applicable Final Major Decision
                                         Reporting Package approved or deemed approved by the Directing Certificateholder to the
                                         Operating Advisor.



 


		3.	After
                                         an Operating Advisor Consultation Event, 



 


a.             the
Special Servicer has provided to the Operating Advisor:


 


 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    	Exhibit V-1 



    


    

 


i.          with
respect to each Major Decision for the following non-Specially Serviced Loans that the Special Servicer is processing and that
the Special Servicer has consent rights, the related Major Decision Reporting Package and the opportunity to consult with respect
to such Major Decision and recommended action:





	 	 	 
	 	 	 



 


ii.          with
respect to the following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect
to such recommended action:





	 	 	 
	 	 	 


 


b.            the
Special Servicer has notified the Operating Advisor that there were no Specially Serviced Loans and has not provided the Operating
Advisor with any Major Decision Reporting Packages.


 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such
limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing
Standard with respect to its performance of its duties under the Pooling and Servicing Agreement with respect to Specially Serviced
Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on
non-Specially Serviced Loans) during the prior calendar year on a “trust-level basis”. [The Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard
as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List of Items that Were Considered in Compiling this Report



 






    	Exhibit V-2 



    


    

 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any [Final] Major Decision Reporting Packages received from the Special
Servicer.



 


		2.	Reports by the Special Servicer made available to Privileged Persons
that are posted on the certificate administrator’s website that is relevant to the operating advisor’s obligations
under the PSA and certain information it has reasonably requested from the special servicer [AFTER AN OPERATING ADVISOR CONSULTATION
EVENT:] and each Asset Status Report] and each Final Asset Status Report.



 


		3.	The Special Servicer’s assessment of compliance report, attestation
report by a third party regarding the Special Servicer’s compliance with its obligations and non-discretionary portions of
net present value calculations. 



 


		4.	[LIST OTHER REVIEWED INFORMATION].



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consultations
with the Special Servicer as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced
Loan delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with
respect to Major Decisions processed by the Special Servicer or with respect to which consent of the Special Servicer was required.



 


NOTE: The Operating
Advisor’s review of the above materials should be considered a limited investigation and not be considered a full or limited
audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments
and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their
net present value calculation, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or
interact with any borrower. In addition, our review of the net present value calculations and the corresponding application of
the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary
portions of such formulas.


 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product
Undertaken and Opinions Related to this Report 



 


		1.	As provided in in the Pooling and Servicing Agreement, the Operating
Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special
servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal
conclusion.



 


		2.	In rendering our assessment herein, we have assumed that all executed
factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by
persons with legal capacity to execute such documents.



 






    	Exhibit V-3 



    


    

 


		3.	Other than the receipt of any [Final] Major Decision Reporting Package,
the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information delivered to it by the Special
Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.
The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist. 



 


		4.	The Special Servicer has the legal authority and responsibility to
service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating
Advisor’s ability to outline the details or substance of any communication held between it and the Special Servicer regarding
any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to
by the Special Servicer.



 


		6.	The Operating Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the Certificate Administrator
through the Certificate Administrator’s Website.



 


		7.	This report does not constitute recommendations to buy, sell or hold
any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when
performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship
with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary
relationship between the Operating Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    	Exhibit V-4 



    


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National Association

as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


Telecopy Number: (410) 715-2380


 


Wells Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


Telecopy Number: (410) 715-2380


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

as Special Servicer

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, 

Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7
(the “Certificates”) regarding the replacement of the


 






    	Exhibit W-1 



    


    

 


Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its
current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association, be removed as Special Servicer
and that [________] be appointed its successor in such capacity.


 


	 	Very truly yours,
	 	 
	 	[The Operating Advisor]



 


	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:


 




    	Exhibit W-2 



    


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	Access to Certain Information Regarding JPMDB Commercial Mortgage Securities
Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7 



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Midland] will provide the Company with
certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Midland] by third parties,
(b) may not have been verified by [Midland], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland],
the [“Master Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement)
and its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or


 






    	Exhibit X-1 



    


    

 


[_____] [__], 20[__] 

Page 2


 


(z) [Midland]’s
failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the
following will not constitute “Confidential Information”
for purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from
[Midland]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited
from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Midland]; (c) information that
is or becomes publicly available through no fault of Company; and (d) information that is independently developed by Company. The
term “Representatives” with respect to any entity shall mean the officers, directors, general partners, employees,
agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Midland]’s election): (i) responses to reasonable written inquiries received from the Company, (ii)
conference calls conducted on a reasonably scheduled basis with [Midland]’s surveillance group, or (iii) direct on-line access
(read-only capacity) to the information available on the applicable [____] system or any successor or replacement system (“System”).
[Midland] may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Midland] determines (in its sole discretion) that such termination is necessary for any reason,
including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related
Mortgage Loan documents, or any applicable law. [Midland] shall cease to provide the Company with Confidential Information if [Midland]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
[Midland] determines that the provision, notice or access to such Confidential Information would violate the accepted servicing
practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. [Midland]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 






    	Exhibit X-2 



    


    

 


[_____] [__], 20[__]


Page 3


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland] intends at all times to comply with the terms and provisions of the Pooling and
Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland]’s rights
or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    	Exhibit X-3 



    


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	Very truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 





	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:]	 


 




    	Exhibit X-4 



    


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.          I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K, of the JPMDB Commercial Mortgage Securities Trust 2017-C7 (the “Exchange
Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Custodian and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor;


 


(B) Wells Fargo Bank,
National Association, as Primary Servicer for the Treeview Industrial Portfolio Mortgage Loan, the First Stamford Place Mortgage
Loan and the Torre Plaza Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for the


 






    	Exhibit Y-1 



    


    

 


Treeview Industrial Portfolio
Mortgage Loan, the First Stamford Place Mortgage Loan and the Torre Plaza Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the Treeview Industrial Portfolio Mortgage Loan, the First Stamford Place Mortgage Loan and the Torre Plaza Mortgage
Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Treeview Industrial Portfolio
Mortgage Loan, the First Stamford Place Mortgage Loan and the Torre Plaza Mortgage Loan, and Pentalpa Surveillance LLC, as Operating
Advisor for the Treeview Industrial Portfolio Mortgage Loan, the First Stamford Place Mortgage Loan and the Torre Plaza Mortgage
Loan;


 


(C) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer and as Special Servicer for the Gateway Net Lease Portfolio Mortgage
Loan and the Starwood Capital Group Hotel Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Trustee, as Certificate
Administrator and as Custodian for the Gateway Net Lease Portfolio Mortgage Loan and the Starwood Capital Group Hotel Portfolio
Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Gateway Net Lease Portfolio Mortgage Loan and the Starwood
Capital Group Hotel Portfolio Mortgage Loan;


 


(D) Wells Fargo Bank,
National Association, as Primary Servicer for the General Motors Building Mortgage Loan, AEGON USA Realty Advisors, LLC, as Special
Servicer for the General Motors Building Mortgage Loan, Wilmington Trust, National Association, as Trustee for the General Motors
Building Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the General Motors
Building Mortgage Loan, and Pentalpha Surveillance LLC as Operating Advisor for the General Motors Building Mortgage Loan;


 


Wells Fargo Bank, National
Association, as Primary Servicer for the 245 Park Avenue Mortgage Loan, AEGON USA Realty Advisors, LLC, as Special Servicer for
the 245 Park Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 245 Park Avenue Mortgage Loan, Wells
Fargo Bank, National Association, as Certificate Administrator and Custodian for the 245 Park Avenue Mortgage Loan, and Pentalpha
Surveillance LLC as Operating Advisor for the 245 Park Avenue Mortgage Loan;


 


(E) Wells Fargo Bank,
National Association, as Primary Servicer for the EIP Logistic Portfolio Mortgage Loan, Rialto Capital Advisors, LLC, as Special
Servicer for the EIP Logistic Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the EIP Logistic
Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the EIP Logistic
Portfolio Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the EIP Logistic Portfolio Mortgage Loan;
and


 


(L) [AFTER LIGHTSTONE
PORTFOLIO PARI PASSU NOTE A-1 SECURITIZATION DATE:] [__], as Primary Servicer for the Lightstone Portfolio Mortgage Loan, [__],
as Special Servicer for the Lightstone Portfolio Mortgage Loan, [__], as Trustee for the Lightstone Portfolio Mortgage Loan, [__],
as Certificate Administrator and Custodian for the Lightstone Portfolio Mortgage Loan, and [__], as Operating Advisor for the Lightstone
Portfolio Mortgage Loan.


 






    	Exhibit Y-2 



    


    

 


Date: _________________________


_________________________________________________

President and Chief Executive Officer

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(Senior officer in charge of the securitization of the depositor)


 




    	Exhibit Y-3 



    


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.          Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.          I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and


 






    	Exhibit Z-1-1 



    


    

 


except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 


	 	 
	 	Name:
	 	Title:


 







    	Exhibit Z-1-2 



    


    

 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information
provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for


 






    	Exhibit Z-2-1 



    


    

 


inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 


	 	 
	 	Name:
	 	Title:








 




    	Exhibit Z-2-2 



    


    

 


EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling


 






    	Exhibit Z-3-1 



    


    

 


and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:


 




    	Exhibit Z-3-2 



    


    

 


EXHIBIT Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively, the “Trustee
Periodic Information”);


 


2.          Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the


 






    	Exhibit Z-4-1 



    


    

 


Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:


 




    	Exhibit Z-4-2 



    


    

 


EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.          Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in


 






    	Exhibit Z-5-1 



    


    

 


order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:





 




    	Exhibit Z-5-2 



    


    

 


EXHIBIT Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian
Periodic Information”);


 


2.          Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the


 






    	Exhibit Z-6-1 



    


    

 


Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement.


 


Dated: ____________________________


 


	 	 
	 	Name:
	 	Title:





 




    	Exhibit Z-6-2 



    


    

 


EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7, issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.          Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.          Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 






    	Exhibit Z-7-1 



    


    

 


This Certification
is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by
the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:





 




    	Exhibit Z-7-2 



    


    



 





EXHIBIT AA


 


Servicing
Criteria



to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master 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.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer



 





 



 


1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the
applicable calendar year.


 






    Exhibit AA-1


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
    Servicer

    Special Servicer


 






    Exhibit AA-2


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	 	documents.	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 





EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of
the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this JPMDB 2017-C7 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

         

        ●     Item
1121(a)(14) of Regulation AB
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

	
        Item 1A: Asset-Level Information

         

        ●     Item
        1111(h) of Regulation AB

         

        ●     Item
1125 of Regulation AB
	
        ●     Each
        Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form 10-D filed
        with respect to the Trust)

         

        ●     Master
Servicer

	Item 1B: Distribution and Pool Performance	●     Certificate Administrator


 



    Exhibit BB-1


     


    




 


	Item on Form 10-D	Party Responsible
	
        Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

         

        ●     Item
        1121(d) of Regulation AB

         

        ●     Item
1121(e) of Regulation AB

         
	
         

         

        ●     Depositor

         

        ●     Asset
Representations Reviewer

	
        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Asset
        Representations Reviewer (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds

	●     Depositor
	Item 4: Defaults Upon Senior Securities	●     Certificate Administrator


 



    Exhibit BB-2


     


    




 


	Item on Form 10-D	Party Responsible
	 	 
	Item 5: Submission of Matters to a Vote of Security Holders



	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year
        and interim period is required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable in the
Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
or prepared by the “Party Responsible” as described in clause (b) above. 

        
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         



 



    Exhibit BB-3


     


    




 


	Item on Form 10-D	Party Responsible
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
1124 of Regulation AB
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
1114(b)(2) and Item 1115(b) of Regulation AB 

         
	●     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of this Agreement) and the Collection Account as of the related Distribution
        Date and the preceding Distribution Date)

         

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent



 



    Exhibit BB-4


     


    




 


	Item on Form 10-D	Party Responsible	 
	 	material to Certificateholders)	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)

        
	●     Depositor	 
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this 

         

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.
	 
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 


 



    Exhibit BB-5


     


    




 


	Item on Form 10-D	Party Responsible
	Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for 


 



    Exhibit BB-6


     


    




 


	Item on Form 10-D	Party Responsible
	 	this Item 10.


 



    Exhibit BB-7


     


    



 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this JPMDB 2017-C7 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
         

        Item 1B: Unresolved Staff Comments

         
	●     Depositor
	
         

        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously 
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 


 


    Exhibit CC-1


     


    
 





	Item on Form 10-K	Party Responsible
	reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller

         

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     The Depositor
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or

        
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         








 






    Exhibit CC-2


     


    

 






	Item on Form 10-K	Party Responsible
	
        property (if any) identified as a “significant obligor”
        in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor
	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
(as to itself) 







 


    Exhibit CC-3


     


    
 

	Item on Form 10-K	Party Responsible
	 	
         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered
	
        ●     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Asset
        Representations Reviewer

         

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party no longer constitutes an originator of 10% or



 


    Exhibit CC-4


     


    
 

	Item on Form 10-K	Party Responsible
	
        into outside the ordinary course of business or is on terms
        other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2017-C7
        transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand,
        and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-C7 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K

        
	
        more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

         



 


    Exhibit CC-5


     


    
 

	Item on Form 10-K	Party Responsible
	Disclosure”.

                                                                                 
	 
	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2017-C7 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates
	
         

        ●     The
        Depositor

         

        ●     Each
        Mortgage Loan Seller

         



 


    Exhibit CC-6


     


    
 

	Item on Form 10-K	Party Responsible
	
        and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-C7 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
        “Additional Form 10-K Disclosure”.

         
	 
	
         

        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	●     Depositor
	
         

        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	●     Depositor


 


    Exhibit CC-7


     


    
 

	Item on Form 10-K	Party Responsible
	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
         

        ●     Trustee

         

        ●     Certificate
        Administrator

         

        ●     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

        

	
         

        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
         

        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

        
	●     Not Applicable
	
         

        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	●     Not Applicable.


 


    Exhibit CC-8


     


    
 

	Item on Form 10-K	Party Responsible
	
         

        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

        
	●     Not Applicable
	
         

        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	●     Not Applicable.
	
         

        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	●     Not Applicable
	
         

        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

        
	●     Not Applicable.
	
         

        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

        
	●     Depositor.
	
         

        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

        
	●     Not Applicable.
	
         

        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the 
	●     Depositor


 


    Exhibit CC-9


     


    
 

	Item on Form 10-K	Party Responsible
	consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Agreement.	 
	
         

        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Agreement.

         
	
         

        ●     Master
        Servicer

         

        ●     Special
        Servicer

         

        ●     Depositor

         

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

        

	
         

        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	●     Certificate Administrator 
	
         

        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

        
	●     Not Applicable
	
         

        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Agreement.
	
         

        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	●     Not Applicable.
	
         

        Item 15: Exhibits (no. 33)

        
	●     Delivery of this exhibit (annual compliance 


 


    Exhibit CC-10


     


    
 

	Item on Form 10-K	Party Responsible
	Report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).	assessment) is governed by Section 11.10 (and Section 11.07) of this Agreement.
	
         

        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.
	
         

        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.
	
         

        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	●     Depositor.
	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	●     Not Applicable.
	
         

        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	●     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).


 


    Exhibit CC-11


     


    
 

	Item on Form 10-K	Party Responsible
	

                                                                                Item 15: Exhibit (no. 101)
 
 Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	  ●     Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        ●     [Certificate
        Administrator]

         

        ●     [Depositor]

         

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        ●     [Certificate
        Administrator]

         

        ●     [Depositor]

        



 


    Exhibit CC-12


     


    



 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item
described in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form
8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this JPMDB 2017-C7 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement 




 






    Exhibit DD-1


     


    

 


	Item on Form 8-K	Party Responsible 
	 	

                                                                                that
                                         satisfies all the following conditions: (a) such amendment or definitive agreement relates
                                         to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
                                         or definitive agreement is an amendment or definitive agreement to which such party (or
                                         a subcontractor or vendor engaged by such party) is a party or that such party (or a
                                         subcontractor or vendor engaged by such party) has caused to have been executed on behalf
                                         of the Trust; provided, however, that the Certificate Administrator shall
                                         be the “Party Responsible” in connection with any amendment to this Agreement.

	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	●     Depositor



 



    Exhibit DD-2


     


    

 


	Item on Form 8-K	Party Responsible 
	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 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●      Trustee

         

        ●      Depositor 

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●      Certificate
        Administrator

         

        ●      Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●      Master
        Servicer

         

        ●      Special
        Servicer

         

        ●      Certificate
        Administrator

         

        ●      Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ●      Depositor

         

        ●      Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	●      Certificate
    Administrator
	Item 6.05: Securities Act Updating Disclosure	●      Depositor
	Item 7.01: Regulation FD Disclosure	●      Depositor



 






    Exhibit DD-3


     


    

 


	Item on Form 8-K	Party Responsible 
	Item 8.01: Other Events	●      Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of
Regulation S-K)
	●      Not
    applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●      Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●      Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of
security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ● 
     Certificate Administrator

         

        provided, in each case, that this shall in
no event be construed to make such party responsible for the initial filing of this Agreement 

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding
non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K) 
	●      Not
    Applicable
	Item 9.01(d): Exhibits (no. 14):	●      Not
    Applicable



 






    Exhibit DD-4


     


    

 


	Item on Form 8-K	Party Responsible 
	
        

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K)
	
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	●      Not
    Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No.
17 of Item 601 of Regulation S-K)
	●      Not
    Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
No. 20 of Item 601 of Regulation S-K) 
	●      Not
    Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	●      Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
party, is signed pursuant to a power of attorney. 
	●      Certificate
    Administrator 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K)
	●      Not
    Applicable.
	
        Item 15: Exhibits (no. 100)
	●      Not
    Applicable.



 






    Exhibit DD-5


     


    

 


	Item on Form 8-K	Party Responsible 
	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).	 



 






    Exhibit DD-6


     


    

 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO 

cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial
Mortgage Securities 

Corp., Commercial Mortgage Pass-Through Certificates, Series 2017-C7—SEC REPORT PROCESSING





 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as [           ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


 





	 	[NAME OF PARTY],
 as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


cc: Depositor


 




    Exhibit EE-1 


     


    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


	Property Name	Subservicer Name
	IRG Portfolio	Bellwether Enterprise Real Estate Capital, LLC
	Villas at San Gabriel	Holliday Fenoglio Fowler, L.P.
	Fullerton Plaza	Holliday Fenoglio Fowler, L.P.
	Staybridge Suites St. Petersburg	Holliday Fenoglio Fowler, L.P.
	PPHC Manufacturing Facility	Holliday Fenoglio Fowler, L.P.



 



    Exhibit FF-1 


     


    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




    Exhibit GG-1 


     


    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



JPMDB Commercial Mortgage Securities Trust 2017-C7,

Commercial Mortgage Pass-Through Certificates

Series 2017-C7 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
Servicer], [Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee] (the “Certifying Servicer”),
certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 






	Date:	 	 


  


[MIDLAND LOAN SERVICES, A DIVISION
OF 

PNC BANK, NATIONAL ASSOCIATION, as master servicer and as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]



 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit HH-1 


     


    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for
assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing
criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto]; and 


 





 



 


1 Describe any permissible
exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with
Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to be issued), if applicable.



 






    Exhibit II-1 


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
		By:	 
	 	 	 Name:

 Title:


 




    Exhibit II-2 


     


    

 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 




    Exhibit JJ-1 


     


    

 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: JPMDB 2017-C7, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


 





	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	JPMDB 2017-C7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMDB 2017-C7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMDB 2017-C7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 







    Exhibit KK-1 


     


    

 


EXHIBIT LL


 


FORM OF NOTICE OF EXCHANGEABLE CERTIFICATES
FOR THE CLASS VRR CERTIFICATES


 


Wells Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


    JPMDB
Commercial Mortgage Securities Trust Series 2017-C7 


Ref: JPMDB 2017-C7 Exchange Request





Via email to: cts.cmbs.bond.admin@wellsfargo.com


 


Ladies and Gentlemen:


 


In accordance with Section
5.09 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Certificateholder
or Certificate Owner, we hereby give notice of our intent to present and surrender the [Exchangeable Certificates specified on
Schedule I attached hereto] [Class VRR Certificates specified on Schedule I attached hereto] and all of our right, title and interest
in and to such [Exchangeable Certificates][Class VRR Certificates], including all payments of interest thereon received after [_____________],
in exchange for the [Class VRR Certificates specified on Schedule I attached hereto][Exchangeable Certificates specified on Schedule
I attached hereto]. We propose an Exchange Date of [______].


 


We agree that upon such
exchange, our interests in the portions of the [Exchangeable Certificates][Class VRR Certificates] designated for exchange shall
be cancelled and replaced by the [Class VRR Certificates][Exchangeable Certificates] issued in exchange therefor.


 






    Exhibit LL-1 


     


    

 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used
in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 





	 	[________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


[MEDALLION STAMP GUARANTEE]


 




    Exhibit LL-2 


     


    

SCHEDULE I


 


CERTIFICATES TO BE EXCHANGED 


	Certificates to 

be exchanged	CUSIP (of 

Certificates to 

be exchanged)	outstanding principal 

balance of the Initial 

Certificate Balance of 

Certificates to be 

exchanged	Certificates to

 be received	CUSIP (of 

Certificates to be 

received)
	 	 	 	 	



 

The Exchangeable Certificates and Class VRR
Certificates may be exchanged only in the Exchange Proportion designated in the Pooling and Servicing Agreement.


 




    Exhibit LL-3 


     


    

 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLS FARGO.COM





 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) JPMDB 2017-C7—SEC
REPORT PROCESSING 


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE:   **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].





Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of 

        

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1 


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].


 


	 	[NAME
                                         OF PARTY],

                                         as [role]
	 	 	 
		By:	 
	 	 	 Name:

                                          Title:
	 	 	 
	cc: Depositor	 	 


 







    Exhibit MM-2 


     


    

 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

        as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


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

         as Master Servicer and Special Servicer

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


Pentalpha Surveillance LLC

         as Operating Advisor

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: JPMDB 2017-C7 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7 Commercial Mortgage Pass-Through
Certificates, Series 2017-C7 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated
as of October 1, 2017 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. 



 


This letter is delivered to you, pursuant
to Section 3.23 of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


 



    Exhibit NN-1 


     


    




 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Contact Info: [Tel/Email]	 	 


  


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:


  


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very
                                         truly yours,	 
	 	 	 
	 	(Transferee)	 
	 	 	 	 
		By:	 	 
	 	 	 Name:

                                          Title:	 


  




    Exhibit NN-2 


     


    

 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC, 

as Asset Representations Reviewer	 
	 		 
		By:	 	 
	 	 	 Name:

                                          Title:	 





 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.



 







    Exhibit OO-1 


     


    

Exhibit A


 


Detailed Scorecard [Template Example Below]


 


	Test failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 



 






    Exhibit OO-2 


     


    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 








		
	 	PENTALPHA SURVEILLANCE LLC, 

as Asset Representations Reviewer
	 	
		By:	 
	 	 	 Name:

                                          Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.



  




    Exhibit PP-1 


     


    

 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	Test failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations
    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c
	32	Due
    on Sale or Encumbrance	32b



 



    Exhibit PP-2 


     


    

 


EXHIBIT QQ-A


 


JPM ASSET REVIEW PROCEDURES





Pursuant to the terms
and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset Representations
Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures
set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit JJ-2
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary
to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect
to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage
Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant (at the Asset Representations
Reviewer’s own expense) to perform a review of the applicable policy, and will be allowed to rely upon the conclusions of
the consultant when making a determination as to whether there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement
with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such 



 






    Exhibit QQ-A-1 


     


    

 


Test if the sole reason
for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect,
or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or review Materials could produce a different outcome.
Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review any information other than
(1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations
Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the
PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into
account such Unsolicited Information, in addition to the Review Materials referred to in the applicable Test(s) procedure when
making a determination as to whether there is a Test pass.



 






    Exhibit QQ-A-2 


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        1.     Complete
        Servicing File. All documents comprising the Servicing File will be or have been delivered to the Master Servicer
        with respect to each Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.
	 

        1
	 

        Review
        the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
        If so determined, it will be a Test pass.
	 

        Servicing
        File; Custodian certification

	 

        2.     Whole
Loan; Ownership of Mortgage Loans. Except with respect to each Mortgage Loan that is part of a Whole Loan, each Mortgage Loan
is a whole loan and not an interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a senior portion (or
a pari passu portion of a senior portion) of a whole mortgage loan. Immediately prior to the sale, transfer and assignment
to depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller,
or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation or pledge, and the Mortgage
Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens,
charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole
Loan) (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date between
the Master Servicer and the Mortgage Loan Seller), any other ownership interests and other interests on, in or to such Mortgage
Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date between
the Master Servicer and the Mortgage Loan Seller). The Mortgage Loan Seller has full right and authority to sell, assign and transfer
each Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan (subject to
certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements
permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date between the Master
Servicer and the Mortgage Loan Seller).
	 

        2a
	 

        Except
        with regard to each Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note
        and Mortgage to determine if they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
        then such Mortgage Loan would be considered a whole loan. If there is more than one property then the Mortgage for each
        property would be need to be aggregated. If so determined, it will be a Test pass.
	 

        Mortgage
        Note; Mortgage; Mortgage Loan Schedule

	 

        2b
	 

        If
        the Mortgage Loan is a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note, loan
        agreement related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases,
        and Environmental Indemnification Agreement (collectively, the “Mortgage Loan Documents”) or intercreditor
        agreement to determine if it is a senior portion (or a pari passu portion of a senior portion) of a whole Mortgage Loan.
        If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Intercreditor agreement

	 

        2c
	 

        Review
        any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or
        breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for a notation
        or other indication of any claim or assertion regarding the Mortgage Loan Seller not having good and marketable title
        to, or not being the sole owner of, the Mortgage Loan, free and clear of any and all liens, charges, pledges, encumbrances,
        participations (other than with respect to agreements among Mortgage Noteholders with respect to a Whole Loan), any other
        ownership interests and other interests on, in or to such Mortgage Loan (subject to certain agreements regarding servicing
        and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that
        certain servicing rights appointment agreement to appointment, dated as of the
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-3 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	Closing
                                         Date between the Master Servicer and the Mortgage

        Loan
        Seller). If such a notation or other indication is not found, it will be a Test pass.
	 
	 

        2d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller
        not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such a notation or other indication
        is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 	 

        2e
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the assignment to the Depositor
        not constituting a legal, valid and binding assignment of such Mortgage Loan as described in the last sentence of representation
        and warranty 2. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        3.     Loan
Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law
and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment
of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable
law (clauses (i) and (ii) collectively, the “Insolvency Qualifications”).

         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan
        documents, including,
	 

        3a
	 

        Review
        the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) to determine if it
        contains language indicating that the related Mortgage Note, Mortgage, assignment of leases (if a separate instrument),
        guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with
        such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject
        to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or
        market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as
        specified in representation and warranty 3.

        If
        so determined, it will be a Test pass.
	 

        Mortgagor’s
        Counsel

        Opinion

	 

        3b
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding rights of offset, defenses,
        counterclaims or rights of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes,
        Mortgages or other Mortgage Loan Documents, except with respect to any Insolvency Qualifications. If such a notation or
        other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-4 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	without
limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection
with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the
Mortgage Note, Mortgage or other Mortgage Loan documents.
	 	 	 
	 

        4.     Mortgage
        Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and remedies
        of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits
        of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure
        subject to the limitations set forth in the Insolvency Qualifications.
	 

        4
	 

        Review
        the Mortgage Loan Documents and Mortgagor’s Counsel Opinion to determine if the Mortgage Loan Documents contain
        provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the
        Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by
        judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications.
        If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Mortgagor’s Counsel Opinion

	 

        5.     Hospitality
Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant
to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such
property enforceable by the Trust against such franchisor, either directly or as an assignee of the originator. The Mortgage or
related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues
of such property for which a UCC financing statement has been filed in the appropriate filing office.
	 

        5a
	 

        Review
        the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
        the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement
        signed by the Mortgagor and franchisor that is enforceable by the Trust against such franchisor, either directly or as
        an assignee of the originator. If so determined with respect to each part of the Test, it will be a Test pass.
	 

        Appraisal;
        franchise agreement; Comfort letter or similar agreement signed by or from such franchisor

	 

        5b
	 

        If
the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each
Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such property.
Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of
any related UCC financing statements, related amendments and continuation statements. If so determined with respect to each part
of this Test, it will be a Test pass.
	 

        UCC
        filing; Appraisal; Mortgage File

	 

        6.     Mortgage
        Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
        File or as otherwise provided in the related Mortgage Loan documents
	 

        6a
	 

        Review
        the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived,
        impaired, modified, altered, satisfied,
	 

        Mortgage
        Loan Documents; MS Servicer Notices



 




    Exhibit QQ-A-5 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	(a)
                                                                                                                                    the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not
                                                                                                                                    been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related
                                                                                                                                    Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which
                                                                                                                                    materially interferes with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged
                                                                                                                                    Property; and (c) neither Mortgagor nor guarantor has been released from its obligations under the Mortgage Loan. The
                                                                                                                                    material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been
                                                                                                                                    waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect since [●],
                                                                                                                                    2017.
	 	cancelled,
                                                                                          subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File. If not so
                                                                                          determined, it will be a Test pass.
	 
	 

        6b
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged property, or any portion thereof,
        has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
        to be provided by such Mortgage or the use or operation of such Mortgaged Property. If not so determined, it will be a
        Test pass.
	 

        MS
        Servicer Notices; Mortgage Loan Documents

	 

        6c
	 

        Review
        the MS Servicer Notices for a notation or other indication that either the Mortgagor or Guarantor has been released from
        its obligations under any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7.     Lien;
        Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment
        of Assignment of Leases (if a separate instrument from the Mortgage) to the Trust (or, with respect to any Non-Serviced
        Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding endorsement or assignment to the
        Trust (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee). Each related Mortgage and
        Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal,
        valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule,
        leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject
        only to Permitted Encumbrances (as defined below)), except as the enforcement thereof may be limited by the Insolvency
        Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances) as of origination was, and as of the Cut-off Date
        to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded
        materialmen’s liens and other recorded encumbrances, and to the Mortgage Loan Seller’s knowledge and subject to
        the rights of tenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to
        or equal with the
	 

        7a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement and assignment
        of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage
        Loan Seller, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be
        a Test pass.
	 

        MS
        Servicer Notices

	 

        7b
	 

        Review
        the Mortgage for each property and the Assignment of Leases for each property for provisions to the effect that the related
        Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision
        is found, it will be a Test pass.
	 

        Mortgage;
        Assignment of

        Leases

	 

        7c
	 

        Review
        the title policy (as defined in representation and warranty 8, the “Title Policy”) to determine if
        the Mortgage is a first lien on the Mortgagor’s interest in the Mortgaged Property. Compare the amount of the Title
        Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine they are equivalent. If each
        such determination is made, it will be a Test pass.
	 

        Title
        Policy

	 

        7d
	 

        Review
        the Title Policy to determine if the Mortgaged
	 

        Title
        Policy



 




    Exhibit QQ-A-6 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	lien
of the related Mortgage, except those which are insured against by a lender’s title insurance policy (as described below).
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as
such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding
anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing
statements is required in order to effect such perfection.

         

        The
        assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial
        ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest
        (subject to certain agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder and
        that certain servicing rights appointment agreement, dated as of the Closing Date between the Master Servicer and the
        Mortgage Loan Seller).
	 	Property
was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.
If so determined, it will be a Test pass.
	 
	 

        7e
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the
        Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
        liens, recorded materialmen’s liens and other recorded encumbrances. If such a notation or other indication is not
        found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7f
	 

        Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
of the related Mortgage, except those which are insured against by a lender’s title insurance policy. If such a notation
or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7g
	 

        Review
        the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
        in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein
        subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the
        limitations described in representation 11 below. The foregoing excludes the perfection of any security interest in rents
        or other personal property to the extent that possession or control of such items or actions other than the filing of
        a UCC financing statements is required in order to effect such perfection. If so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        7h
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
        have good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or
        other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-7 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 

        7i
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller was
        not the sole owner of any Mortgage Loan, or that the Mortgage Loan was not free and clear of any pledge, lien, encumbrance
        or security interest. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7j
	 

        Review
        the MS Servicer Notices for a notation or other indication of claim or assertion that the assignment did not validly and
        effectively transfer and convey all legal and beneficial ownership of any Mortgage Loans to the Depositor free and clear
        of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be
        a Test pass.
	 

        MS
        Servicer Notices

	 

        8.     Permitted
        Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
        Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the
        applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with
        escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
        Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by
        multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such
        property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit
        of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only
        to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b)
        covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified
        in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other
        matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including
        subleases) pertaining to the related Mortgaged Property which the Mortgage Loan documents do not require to be subordinated
        to the lien of such Mortgage; and (f) if the related Mortgage Loan
	 

        8a
	 

        Review
        the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
        form of loan title insurance policy approved for use in the applicable jurisdiction. Review to determine if the amount
        of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan
        amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.
	 

        Title
        Policy; Mortgage

        Loan
        Documents

	 

        8b
	 

        Review
        the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances. If
        so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        8c
	 

        Review
        the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
        to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.
        If not so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        8d
	 

        Review
        the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and
        effect, that all premiums thereon have not been paid or that claims have been made by any Mortgage Loan
	 

        Title
        Policy; MS Servicer

        Notices



 






    Exhibit QQ-A-8 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	constitutes
a cross-collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized
group, provided that none of which items (a) through (f), individually or in the aggregate, materially interferes with
the value, current use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage or with
the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan
or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).
Except as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that are
senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been
made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to
the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that
would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures
(except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such
exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the
Mortgage, and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
	 	Seller.  If
    no such notation or other indication is found, it will be a Test pass.	 
	 

        8e
	 

        Review
        the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the
        Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a
        notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        8f
	 

        Review
        the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any
        Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion
        may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If
        so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        8g
	 

        Review
        the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any
        Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion
        may exist), to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
        If so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        9.     Junior
        Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages
        or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property. The Mortgage
        Loan Seller has no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership
        interests in the Mortgagor.
	 

        9a
	 

        Review
        the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the Mortgaged Property.
        If not so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        9b
	 

        Review
        the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine
        debt related to the Mortgaged Property and secured directly by the ownership interests in the Mortgagor. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        10.   Assignment of Leases and Rents. There exists as part of the related
	 

        10a
	 

        Review
        the Mortgage File to determine if an Assignment of
	 

        Mortgage
        File; Mortgage;



 




    Exhibit QQ-A-9 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgage
                                                                                                                                    File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Each related
                                                                                                                                    Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security
                                                                                                                                    interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related
                                                                                                                                    Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including
                                                                                                                                    the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency
                                                                                                                                    Qualifications; no person other than the related Mortgagor owns any interest in any payments due under such lease or leases
                                                                                                                                    that is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related Assignment
                                                                                                                                    of Leases, subject to applicable law, provides for, upon an event of default under the Mortgage Loan, a receiver to be
                                                                                                                                    appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents
                                                                                                                                    to be paid directly to the mortgagee.
	 	Leases
                                                                                          (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it
                                                                                          will be a Test pass.
	Assignment
    of Leases
	 

        10b
	 

        Review
        the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
        first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
        under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
        to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
        property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that no person
        other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of
        equal priority with the lender’s interest therein. If so determined with respect to each part of this Test, it will be
        a Test pass.
	 

        Title
        Policy

	 

        10c
	 

        Review
        the Title Policy to determine if any person other than the Mortgagor owns any interest in any payments due under such lease
        or leases that is superior to or of equal priority with the lender’s interest therein. If not so determined, it will be
        a Test pass.
	 

        Title
        Policy

	 

        10d
	 

        Review
        the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the
        Mortgage, or related Assignment of Leases, provides that upon an event of default under the Mortgage Loan, a receiver
        is to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents
        or for rents to be paid directly to the mortgagee. If so determined, it will be a Test pass.
	 

        Mortgage;
Assignment of Leases

	 

        11.   Financing Statements. Each Mortgage Loan or related security agreement establishes a valid security interest in,
        and a UCC-1 financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture filing)
        in all places necessary to perfect a valid security interest in, the personal property (the creation and perfection of
        which is governed by the UCC) owned by the
	 

        11a
	 

        Review
        the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements.
        If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        11b
	 

        Review
        the MS Servicer Notices for notation or other
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-10 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgagor
and necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2) personal
property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing
statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3
assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which
such financing statement was filed.
	 	indication
                                                                                          that the UCC-1 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not
                                                                                          found, it will be a Test pass.
	 
	 

        12.   Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be
        inspected each related Mortgaged Property within four months of origination of the Mortgage Loan and within twelve months
        of the Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no
        more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such engineering report or
        with respect to which repairs were required to be reserved for or made, all building systems for the improvements of each
        related Mortgaged Property are in good working order, and further indicates that each related Mortgaged Property (a) is free
        of any material damage, (b) is in good repair and condition, and (c) is free of structural defects, except to the extent (i)
        any damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged
        Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies
        estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii)
        escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar
        loans it originates for securitization have been established, which escrows will in all events be in an aggregate amount not
        less than the estimated cost of such repairs. The Mortgage Loan Seller has no knowledge of any material issues with the
        physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on
        the use, operation or value of the Mortgaged Property other than those disclosed in the engineering report and those
        addressed in sub-clauses (i), (ii) and (iii) of the preceding sentence.
	 

        12a
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if it is dated within four months
        of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.
	 

        Engineering
        report; Property condition assessment

	 

        12b
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than
        12 months prior to the Cut-off Date. Review the engineering report to confirm that all building systems for the improvements
        of each Mortgaged Property being in good working order, and free of material damage. If so determined with respect to
        each part of the Test, it will be a Test pass.
	 

        Engineering
        report; Property condition assessment

	 

        12c
	 

        Review
        the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the
        Cut-off Date to determine if it provides that each related Mortgaged Property is free of structural defects, except to the
        extent: (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value of the
        Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or
        deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been
        completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with
        respect to similar loans it originates for securitization have been established, which escrows will in all events be in an
        aggregate amount not less than the estimated cost of such repairs. If so determined, it
	 

        Engineering
        report; Property condition assessment



 




    Exhibit QQ-A-11 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	will
    be a Test pass.	 
	 

        12d
	 

        Review
        the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues
        with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
        effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated
        engineering report and those addressed in sub-clauses (i), (ii) and (iii) of representation and warranty 12. If such
        a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        13.   Taxes and Assessments. As of the date of origination and as of the Closing Date, all taxes and governmental assessments
        and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect
        to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or if left unpaid
        could become a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage
        and that became due and delinquent and owing prior to the Cut-off Date with respect to each related Mortgaged Property
        have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the
        unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably
        estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real property taxes,
        governmental assessments and other outstanding governmental charges shall not be considered delinquent until the date
        on which interest and/or penalties would be payable thereon.
	 

        13a
	 

        Review
        the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
        governmental charges due with respect to the Mortgaged Property securing a Mortgage Loan (including, without limitation,
        water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) as of the
        Closing Date have been paid, and if the appropriate amount of such taxes or charges is being appealed or is otherwise
        in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such
        tax or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication
        is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        13b
	 

        Review
        the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
        governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property
        (excluding any related personal property) were current as of the Closing Date. If such a notation or other indication
        is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        14.   Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing
        Date, there is no proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property that
        would have a material adverse effect on the use or operation of the Mortgaged
	 

        14
	 

        Review
        the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
        condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that the Mortgage
        Loan Seller had knowledge as of the
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-12 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Property.	 	Closing
    Date of any such proceeding.  If such a notation or other indication is not found, it will be a Test pass.	 
	 

        15.   Actions
Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing
Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving
any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely
affect (a) title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability
to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the
use, operation or value of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage
Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage
Loan, or (h) the current principal use of the Mortgaged Property.
	 

        15a
	 

        Review
        the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending,
        filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
        or Mortgaged Property that existed on the origination date, and review the Diligence File and the MS Servicer Notices
        to determine if the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such an indication is
        not found with respect to each part of this Test, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File

	 

        15b
	 

        Based
        on the MS Servicer Notices, determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
        arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely affect
        the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome would not adversely
        affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        16.   Escrow
        Deposits. All escrow deposits and payments required pursuant to each Mortgage Loan (including capital improvements and
        environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its
        servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all
        such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being
        conveyed by the Mortgage Loan Seller to depositor or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the
        related Non-Serviced Depositor or Non-Serviced Master Servicer) and identified as such with appropriate detail. Any and all
        requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds
        escrowed for such purpose, which requirements were to have been complied with on or before Closing Date, have been complied
        with in all material respects or the funds so escrowed have not been released
	 

        16a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required pursuant to the
        Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found,
        it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        16b
	 

        Review
        the Servicing File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage
        Loan have been conveyed to the depositor or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the Related
        Non-Serviced Depositor or Non-Serviced Master Servicer. If so determined, it will be a Test pass.
	 

        Servicing
        File; MS Servicer Notices

	 

        16c
	 

        Review
        the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the Mortgage
        Loan as to completion of any material
	 

        Servicing
        File; MS Servicer Notices



 




    Exhibit QQ-A-13 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	unless
such release was consistent with proper and prudent commercial mortgage servicing practices or such released funds were otherwise
used for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions
of the related Mortgage Loan documents.
	 	improvements
and as to disbursements of any funds escrowed for such purpose on or before the Closing Date have not been complied with in all
material respects. If such a notation or other indication is not found, it will be a Test pass.
	 
	 

        16d
	 

        Review
        the Servicing File and the MS Servicer Notices to determine if an escrow release has been made that was not in accordance
        with the terms of the Mortgage Loan Documents. If not so determined, it will be a Test pass.
	 

        Servicing
        File; MS Servicer Notices

	 

        17.   No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
        as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full
        amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending
        the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect
        to the related Mortgaged Property).
	 

        17a
	 

        Review
        the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
        amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

	 

        17b
	 

        Review
        the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender. If so determined,
        it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        18.   Insurance.
        Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance
        policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or
        “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the
        related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII”
        (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a
        principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or “A-” from S&P Global Ratings (collectively the “Insurance Rating
        Requirements”), in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan
        and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and
        equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but,
        in any event, not less than the amount necessary or containing such endorsements as are
	 

        18a
	 

        Review
the insurance consultant report to determine if it shows that the Mortgaged Property is insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
and the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of any Mortgage
Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Insurance
Consultant Report

	 

        18b
	 

        Review
        the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above.
	 

        Mortgage
        Loan

        Documents



 




    Exhibit QQ-A-14 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	necessary
                                         to avoid the operation of any coinsurance provisions with respect to the related Mortgaged
                                         Property.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by
        business interruption or rental loss insurance which (i) covers a period beginning on the date of loss and continuing until
        the earlier to occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to each
        Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a Mortgage Loan with a principal balance
        of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss
        sustained (or in certain cases, an amount sufficient to cover the period set forth in (i) above) during
        restoration.

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is
        required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans
        for securitization.

         

        If
        windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage
        insurance policy, the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting
        the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements
        and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form
        coverage for property damage, contractual damage and personal injury (including
	 	If
    such provisions are found, it will be a Test pass.	 
	 

        18c
	 

        Review
        the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that (i) covers a period
        beginning on the date of loss and continuing until the earlier to occur of restoration of the Mortgaged Property or the
        expiration of 12 months (or with respect to a Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii)
        for a Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended period of
        indemnity”; and (iii) covers the actual loss sustained (or in certain cases, an amount sufficient to cover the period
        set forth in clause (i) above) during restoration. If such provisions are found, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        18d
	 

        Review
        the Mortgage Loan Documents to determine if any material part of the improvements, exclusive of a parking lot, located on a
        Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
        special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the
        National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the
        Mortgage Loan Seller originating Mortgage Loans for securitization. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        18e
	 

        Review
        the insurance consultant report to determine if windstorm and/or windstorm related perils and/or “named storms”
        are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance
        policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from the
        primary property damage insurance policy, which policy is issued by an insurer meeting the Insurance Rating Requirements or
        endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal
        to 100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by
        the
	 

        Insurance
Consultant Report; Diligence File



 




    Exhibit QQ-A-15 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	bodily
                                                                                                                                                          injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
                                                                                                                                                          and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the PML or equivalent was based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20% of the amount of the replacement
        costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least
        “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc.
        or “A-” by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.

         

        The
        Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or
        restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the
        then-outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to
        hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal
        balance of such Mortgage Loan together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under
        a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
        failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge
        such Mortgagor for related premiums. All such insurance policies
	 	mortgagor
                                                                                                                and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with
                                                                                                                respect to each part of this Test, it will be a Test pass.
	 
	 

        18f
	 

        Review
        the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an
        insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and
        personal injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for
        loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the
        aggregate. If so determined, it will be a

        Test
        pass.
	 

        Insurance
Consultant Report

	 

        18g
	 

        Review
        the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If such indication is
        found, review the seismic engineering study to determine if it has been performed by an architectural or engineering
        consultant, for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a
        475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a
        Test pass.
	 

        Property
        condition assessment; Seismic engineering study

	 

        18h
	 

        Review
        the most recent seismic engineering study or Insurance Consultant Report to determine if the PML or equivalent would exceed
        20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance
        on such Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by S&P Global Ratings. The insurance amount should be not less than 100% of the PML or the equivalent. If so determined,
        the ratings are adequate, and the insurance amount is not less than 100% of the PML or the equivalent, it will be a Test
        pass.
	 

        Seismic
        engineering study; Insurance Consultant Report

	 

        18i
	 

        Review
        the Mortgage Loan Documents for provisions
	 

        Mortgage
        Loan



 




    Exhibit QQ-A-16 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	(other
                                                                                                                                                          than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or
                                                                                                                                                          cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination
                                                                                                                                                          or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason
                                                                                                                                                          other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
	 	requiring
that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the
related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the
Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or
restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued
interest thereon. If such provisions are found, it will be a Test pass.
	Documents
	 

        18j
	 

        Review
        the MS Servicer Notices for a notation or other indication that insurance premiums were not current as of the Cut-off
        Date. If no such a notation or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        18k
	 

        Review
        the insurance consultant report to determine if the insurance policies name the lender under any Mortgage Loan and its
        successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
        policy, as named or additional insured. If so determined, it will be a Test pass.
	 

        Insurance
Consultant Report

	 

        18l
	 

        Review
        the insurance consultant report to determine if the insurance will inure to the benefit of the trustee. If so determined,
        it will be a Test pass.
	 

        Insurance
Consultant Report

	 

        18m
	 

        Review
        the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
        at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
        cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test

        pass.
	 

        Mortgage
Loan Documents

	 

        18n
	 

        Review
        the insurance consultant report to determine if the insurance policies (other than commercial liability policies) require
        at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
        and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less
	 

        Insurance
Consultant Report



 




    Exhibit QQ-A-17 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	than
                                                                                                                10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so determined,
                                                                                                                it will be a Test pass.
	 
	 

        18o
	 

        Review
        the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received
        by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        19.   Access;
        Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
        access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and
        egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well
        and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c)
        constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or
        is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an
        application has been made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage
        Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
        Property is a part until the separate tax lots are created.
	 

        19a
	 

        Review
        the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal
        access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress
        to/from a public road. If so determined, it will be a Test pass.
	 

        Zoning
        report

	 

        19b
	 

        Review
        the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
        water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the
        Mortgaged Property. If so determined, it will be a Test pass.
	 

        Zoning
        report

	 

        19c
	 

        Review
        the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any
        property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title
        Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing
        authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount
        sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are
        created. If so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        20.   No Encroachments. To the Mortgage Loan Seller’s knowledge and based solely on surveys obtained in connection with
origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary
title policy with escrow
	 

        20a
	 

        Review
the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised
value of the Mortgaged Property at the time of the origination of such Mortgage Loan are
	 

        Survey;
        Title Policy



 




    Exhibit QQ-A-18 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	instructions
                                                                                                                                                          or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, (a) all material
                                                                                                                                                          improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the
                                                                                                                                                          time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except
                                                                                                                                                          encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured
                                                                                                                                                          by applicable provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto the related Mortgaged
                                                                                                                                                          Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged
                                                                                                                                                          Property, or are insured by applicable provisions of the Title Policy and (c) no improvements encroach upon any easements
                                                                                                                                                          except for encroachments the removal of which would not materially and adversely affect the value or current use of such
                                                                                                                                                          Mortgaged Property or are insured by applicable provisions of the Title Policy.
	 	within
the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or
current use of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy. If so
determined, it will be a Test pass.
	 
	 

        20b
	 

        Review
        the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
        Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not
        insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.
	 

        Survey;
        Title Policy

	 

        20c
	 

        Review
        the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of
        such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not
        insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.
	 

        Survey;
        Title Policy

	 

        21.   No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
        interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion
        of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the
        Mortgage Loan Seller.
	 

        21
	 

        Review
        the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest provisions, any negative
        amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the
        rate in effect prior to the Anticipated Repayment Date) or an equity participation provision. If no such provision or
        feature found with respect to each part of this Test, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        22.   REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but
determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did
not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan or Whole Loan is secured
by an interest in real property (including buildings and structural components thereof, but excluding
	 

        22a
	 

        Review
        the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed
        the stated principal amount of the Mortgage Note. If so determined, it will be a Test pass.
	 

        Origination
        settlement statement; Mortgage Note

	 

        22b
	 

        Review
        the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan or Whole Loan is secured by
        an interest in real property (including buildings and structural components thereof, but excluding personal property)
        having a fair market value (i) at the date
	 

        Appraisal;
Mortgage Loan Documents



 




    Exhibit QQ-A-19 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	personal
                                                                                                                                                          property) having a fair market value (i) at the date the Mortgage Loan or Whole Loan was originated at least equal to 80% of
                                                                                                                                                          the adjusted issue price of the Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of
                                                                                                                                                          the adjusted issue price of the Mortgage Loan or Whole Loan on such date, provided that for purposes hereof, the fair
                                                                                                                                                          market value of the real property interest must first be reduced by (1) the amount of any lien on the real property interest
                                                                                                                                                          that is senior to the Mortgage Loan and (2) a proportionate amount of any lien that is in parity with the Mortgage Loan; or
                                                                                                                                                          (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which
                                                                                                                                                          served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement
                                                                                                                                                          within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan or Whole Loan was
                                                                                                                                                          “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of
                                                                                                                                                          the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or
                                                                                                                                                          Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such
                                                                                                                                                          modification for the date the Mortgage Loan or Whole Loan was originated) or sub-clause (B)(a)(ii), including the proviso
                                                                                                                                                          thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan or Whole Loan constitute
                                                                                                                                                          “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-(b)(2). All terms used
                                                                                                                                                          in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
	 	such
Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan or Whole
Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan or
Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property
interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan
and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds
of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage
Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.
	 
	 

        22c
	 

        Review
        the MS Servicer Notices for an indication or other notation that the Loan was modified prior to the Closing Date, and if so,
        if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as
        a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either
        sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such
        modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and
        warranty 22, including the proviso thereto. If there were any such modifications, and such a notation or other indication is
        found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the prepayment
        premium and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
        If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        23.   Compliance. The terms of the Mortgage Loan documents evidencing such Mortgage Loan, comply in all material respects
        with all
	 

        23a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-20 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	applicable
local, state and federal laws and regulations, and the Mortgage Loan Seller has complied with all material requirements pertaining
to the origination of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any
federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan.
	 	terms
                                                                                                                of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
                                                                                                                or other indication is not found, it will be a Test pass.
	 
	 

        23b
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
        pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material
        requirements of any federal, state or local law have not been complied with. If such a notation or other indication is
        not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        23c
	 

        Review
        the Loan Agreement to determine if it provides that the Mortgage Loan complied with usury laws. If so determined, it will
        be a Test pass.
	 

        Loan
        Agreement

	 

        24.   Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as of the date
        that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in
        the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
        and adversely affect the enforceability of such Mortgage Loan.
	 

        24
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage
        Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact
        or do business in the jurisdiction in which each Mortgaged Property is located. If such a notation or other indication is
        found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such
        Mortgage Loan. If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        25.   Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified
        under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in
        accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law
        by the related mortgagee, and except in connection with a trustee’s sale after a default by the related Mortgagor
        or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage
        Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor.
	 

        25a
	 

        Review
        the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        25b
	 

        Review
        the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
        Mortgagor or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage
        Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor. If so determined, it will be a
        Test pass.
	 

        Mortgage
Loan Documents

	 

        26.   Local Law Compliance. To the Mortgage Loan Seller’s knowledge,
	 

        26a
	 

        Review
        the zoning report to determine if the improvements
	 

        Zoning
        report



 




    Exhibit QQ-A-21 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	based
                                                                                                                                                          solely upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning
                                                                                                                                                          consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law
                                                                                                                                                          compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
                                                                                                                                                          mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a
                                                                                                                                                          Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions
                                                                                                                                                          (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property
                                                                                                                                                          or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property.
                                                                                                                                                          In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to
                                                                                                                                                          maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage
                                                                                                                                                          has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for loans originated
                                                                                                                                                          for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning
                                                                                                                                                          Regulations, (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior
                                                                                                                                                          to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property, or (d) title
                                                                                                                                                          insurance coverage has been obtained for such nonconformity.
	 	located
on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations
governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure.
If so determined, it will be a Test pass.
	 
	 

        26b
	 

        Review
        the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
        which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will
        be a Test pass.
	 

        Zoning
        report

	 

        26c
	 

        Review
        the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged
        Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to
        such casualty or destruction. If such provisions are found, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        26d
	 

        If
        the zoning report indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the
        insurance consultant report to determine if law and ordinance coverage was obtained prior to the Closing Date that provides
        coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined,
        review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.
	 

        Zoning
report; Insurance Consultant Report

	 

        27.   Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
        permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged
        Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any
        government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted
        by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such
        material licenses, permits, franchises,
	 

        27a
	 

        Review
the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates
of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect. If
so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        27b
	 

        Review
        the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan
        Seller had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or
	 

        Mortgage
        Loan Documents; MS Servicer Notices



 




    Exhibit QQ-A-22 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	certificates
                                                                                                                                                          of occupancy, consents, and other approvals are in effect or the failure to obtain or maintain such material licenses,
                                                                                                                                                          permits, franchises or certificates of occupancy does not materially and adversely affect the use and/or operation of the
                                                                                                                                                          Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder
                                                                                                                                                          of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the
                                                                                                                                                          jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in
                                                                                                                                                          compliance in all material respects with all regulations, zoning and building laws.
	 	other
                                                                                                                approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain
                                                                                                                such material licenses, permits, franchises or certificates of occupancy could materially and adversely affect the use and/or
                                                                                                                operation of the Mortgaged Property as it was used and operated as of the date of origination. If such a notation or other
                                                                                                                indication is not found, it will be a Test pass.
	 
	 

        27c
	 

        Review
        the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction
        in which the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and
        building laws. If such provisions are found, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        28.   Recourse
        Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full
        recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but
        may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de
        minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation
        pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in
        by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy
        filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor
        made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor
        and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the
        Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses
        and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or
        condemnation awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon
        foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event
        of default);
	 

        28a
	 

        Review
        the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the
        events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        28b
	 

        Review
        the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
        in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty
        28. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents



 



    Exhibit QQ-A-23 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	(ii)
                                                                                                                                              the Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv)
                                                                                                                                              breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material physical waste at the
                                                                                                                                              Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to the extent there is
                                                                                                                                              sufficient cash flow generated by the related Mortgaged Property to prevent such waste or acts or omissions of the related
                                                                                                                                              Mortgagor, guarantor, property manager or their affiliates, employees or agents.
	 	 	 
	 

        29.   Mortgage
        Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material
        portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by
        principal repayment of not less than a specified percentage at least equal to 115% of the related allocated loan amount of
        such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance defined in
        paragraph (34) below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will
        not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any
        material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to
        the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With
        respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not
        constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations
        Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
        within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related
        Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax
        counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for any
        Mortgage Loan originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged
        Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a
	 

        29a
	 

        Review
        the Mortgage Loan Documents to determine if the only conditions under which a property may be released during the life
        of the loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 29. If so
        determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        29b
	 

        Review
the Mortgage Loan Documents to determine if any partial release described in clauses (a) or (d) of the first sentence of representation
and warranty 29 (i) for Mortgage Loans originated on or before December 6, 2010, is pursuant to a unilateral option of the Mortgagor
within the meaning of Treasury Regulations Section 1.1001-3 or (ii) for Mortgage Loans originated after December 6, 2010, is prohibited
if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the Mortgage Loan or Whole
Loan, as applicable, is less than 80% (based solely on the value of the real property securing such Mortgage Loan) without a “qualified
paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        29c
	 

        Review
        the Mortgage Loan Documents to determine if there are provisions that provide that, for any Mortgage Loan originated after
        December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or
        authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal
        balance of the Mortgage Loan or Whole Loan in an amount not less than the amount required by the REMIC Provisions and, to
        such extent, may not be required to be applied to the restoration of the Mortgaged
	 

        Mortgage
Loan Documents



 




    Exhibit QQ-A-24 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	proportionate
amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80%
of the principal balance of the Mortgage Loan or Whole Loan outstanding after the release, the Mortgagor is required to make a
payment of principal in an amount not less than the amount required by the REMIC provisions.

         

        In
        the case of any Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged
        Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the
        Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loan in an amount not less than the
        amount required by the REMIC provisions and, to such extent, such amount may not be required to be applied to the restoration
        of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged
        Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real
        property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is
        senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the
        Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan.

         

        In
        the case of any Mortgage Loan originated after December 6, 2010, no such Mortgage Loan that is secured by more than one
        Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization
        of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance
        with the loan-to-value ratio and other requirements of the REMIC provisions.
	 	Property
                                                                                                                or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of
                                                                                                                the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the
                                                                                                                remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan
                                                                                                                and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at
                                                                                                                least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined, it will be a Test
                                                                                                                pass.
	 
	 

        29d
	 

        Review
        the Mortgage Loan Documents to determine if, for any Mortgage Loan originated after December 6, 2010 and is secured by more
        than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan, the Mortgage Loan does not permit the
        release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
        condemnation, if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the
        Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such
        Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so
        determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        30.   Financial Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the
        Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other
        than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
        base rent and annual financial statements,
	 

        30a
	 

        Review
        the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage
        with quarterly (other than for single-tenant properties) and annual operating statements. If so determined, it will be
        a Test pass.
	 

        Mortgage
Loan Documents

	 

        30b
	 

        Review
        the Mortgage Loan Documents to determine if they
	 

        Mortgage
        Loan



 







    Exhibit QQ-A-25 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	which
                                                                                                                                                          annual financial statements (i) with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual
                                                                                                                                                          combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of
                                                                                                                                                          operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the
                                                                                                                                                          Mortgaged Properties on a combined basis and (ii) for each Mortgage Loan with an original principal balance greater than $50
                                                                                                                                                          million shall be audited by an independent certified public accountant upon the request of the owner or holder of the
                                                                                                                                                          Mortgage.
	 	require
                                                                                                                the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) rent
                                                                                                                rolls for properties that have leases contributing more than 5% of the in-place base rent. If so determined, it will be a
                                                                                                                Test pass.
	Documents
	 

        30c
	 

        Review
        the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the Mortgage Loan, and if
        so determined, review to determine if the annual financial statements for each are required to be in the form of an annual
        combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements
        of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for
        the Mortgaged Properties on a combined basis. If so determined with respect to each part of this Test, it will be a Test
        pass.
	 

        Mortgage
Loan Documents

	 

        30d
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and if so, review
        the Mortgage Loan Documents to determine if the annual financial statements are required to be audited by an independent
        certified public accountant upon the request of the owner or holder of the Mortgage. If so determined, it will be a Test
        pass.
	 

        Mortgage
Loan Documents

	 

        31.   Acts
        of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
        policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
        exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance
        Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
        referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate
        terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and
        business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of
        origination of the Mortgage Loan, and, to the Mortgage Loan Seller’s
	 

        31a
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so determined,
        review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the
        Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism from coverage, or if they
        do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property. If so
        determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Insurance Policies; Diligence File

	 

        31b
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination. If
        so, review the related special all-risk insurance policy and business interruption policy to
	 

        Mortgage
        Loan Documents; Insurance Policy



 




    Exhibit QQ-A-26 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	knowledge,
                                                                                                                                                          do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such
                                                                                                                                                          coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related
                                                                                                                                                          Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as
                                                                                                                                                          defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by
                                                                                                                                                          availability on commercially reasonable terms.
	 	determine
                                                                                                                if they do not, as of the date of origination of the Mortgage Loan, specifically exclude acts of terrorism, from coverage,
                                                                                                                or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to
                                                                                                                each part of this Test, it will be a Test pass.
	 
	 

        31c
	 

        Review
        the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business
        interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related
        Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass
	 

        Mortgage
        Loan Documents; Insurance Policy

	 

        31d
	 

        Review
        the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for
        acts of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited
        by availability on commercially reasonable terms. If not so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        32.   Due
        on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a
        “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such
        Mortgage Loan if, without the consent of the holder of the Mortgage and/or complying with the requirements of the related
        Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to
        the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, such as transfers
        of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and
        functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged
        Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or
        sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii)
        transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling
        interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific
        Person
	 

        32a
	 

        Review
        the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the acceleration
        of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence
        of representation and warranty 32. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        32b
	 

        Review
        the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred
        in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment
        along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
        If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents



 




    Exhibit QQ-A-27 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	designated
                                                                                                                                              in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan
                                                                                                                                              documents, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within
                                                                                                                                              the parameters of paragraphs 29 and 34 in Exhibit B to the applicable MLPA, or (vii) by reason of any mezzanine debt
                                                                                                                                              that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged
                                                                                                                                              Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i)
                                                                                                                                              any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the
                                                                                                                                              related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized
                                                                                                                                              and cross-defaulted with another Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents
                                                                                                                                              provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer
                                                                                                                                              or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by
                                                                                                                                              the mortgagee relative to such transfer or encumbrance.
	 	 	 
	 

        33.   Single-Purpose
        Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage
        Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each
        Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and
        each Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding
        non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity,
        other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $5
        million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect
        that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties
        securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
        and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents,
        substantially to the effect
	 

        33a
	 

        Review
        the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in
        representation and warranty 33) for at least as long as any Mortgage Loan is outstanding. If so determined, it will be a Test
        pass.
	 

        Mortgage
Loan Documents

	 

        33b
	 

        Examine
        the Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had
        a Cut-off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational
        documents to determine if they require that the Mortgagor is a Single Purpose Entity. If so determined, it will be a Test
        pass.
	 

        Mortgage
        Loan Documents; Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents

	 

        33c
	 

        Review
        the Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to Mortgage Loans with a Cut-off
        Date Balance of $20 million, review the Mortgagor’s Counsel Opinion for an opinion regarding non-consolidation of
        the Mortgagor. If such an opinion is found, it will be a Test pass.
	 

        Mortgage
        Loan Purchase Agreement; PSA; Mortgagor’s Counsel Opinion



 




    Exhibit QQ-A-28 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	that
                                                                                                                                              it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or
                                                                                                                                              Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan
                                                                                                                                              documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a
                                                                                                                                              Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it
                                                                                                                                              holds itself out as a legal entity, separate and apart from any other person or entity.
	 	 	 
	 

        34.   Defeasance.
        With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a
        “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor,
        subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased
        within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government
        securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the
        case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including (A) the
        entire remaining principal balance on (x) the maturity date or (y) on or after the first date on which payment may be made
        without payment of a yield maintenance charge or prepayment penalty or (B) if the Mortgage Loan is an ARD Loan, the entire
        principal balance outstanding on the related Anticipated Repayment Date, and if the Mortgage Loan permits partial releases of
        real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such
        scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 115% of the allocated
        loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to
        prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified
        public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in
        (iii) above, (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of
        the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption)
        by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an
	 

        34
	 

        Review
        the Mortgage Loan Documents to determine if there are provisions allowing the Mortgage Loan to be defeased, and if so,
        whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation
        and warranty 34. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents



 







    Exhibit QQ-A-29 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	opinion
                                                                                                                                              of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and
                                                                                                                                              (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a
                                                                                                                                              specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including,
                                                                                                                                              but not limited to, accountant’s fees and opinions of counsel.
	 	 	 
	 

        35.   Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
        of such Mortgage Loan, except in the case of an ARD Loan and situations where default interest is imposed.
	 

        35
	 

        Review
        the Mortgage Note or Loan Agreement to determine if there are provisions requiring that the loan has a fixed interest
        rate that remains fixed throughout the term of such Mortgage Loan, except in the case of an ARD Loan and situations where
        default interest is imposed. If so determined, it will be a Test pass.
	 

        Mortgage
Note; Loan Agreement

	 

        36.   Ground
        Leases. For purposes of the MLPA, a “Ground Lease” shall mean a leasehold estate in real
        property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and
        buildings and other improvements, if any, to the ground lessee (who may, in certain circumstances, own the building and
        improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate in whole or in part, and
        the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based
        upon the terms of the ground lease and any estoppel or other agreement received from the ground lessor in favor of the
        Mortgage Loan Seller, its successors and assigns:

         

        (A)  The ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a
	 

        36a
	 

        Review
the appraisal to determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so, review
the Title Policy and Mortgage Loan Documents to determine if the related Mortgage does not also encumber the lessor’s fee
interest in the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Appraisal;
Mortgage Loan Documents

	 

        36b
	 

        Review
        the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum has been recorded or submitted
        for recordation. If so determined, it will be a Test pass.
	 

        Title
Policy; Mortgage Loan Documents

	 

        36c
	 

        Review
        the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the
        interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property
        by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage.
        If so determined, it will be a Test pass.
	 

        Ground
        Lease; Ground lessor’s estoppel





 




    Exhibit QQ-A-30 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	form
                                                                                                                                                          that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement received
                                                                                                                                                          from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the
                                                                                                                                                          use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the
                                                                                                                                                          security provided by the related Mortgage. To the Mortgage Loan Seller’s knowledge, no material change in the terms of
                                                                                                                                                          the ground lease had occurred since its recordation, except by any written instruments which are included in the related
                                                                                                                                                          Mortgage File;

         

        (B)  The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease) that
        the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and
        that any such action without such consent is not binding on the lender, its successors or assigns;

         

        (C)  The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all
        circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20
        years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (D)  The ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with,
        the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

         

        (E)   The ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground
        lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its
	 

        36d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, there
        was any material change in the terms of any Ground Lease since its recordation. If such a notation or other indication
        is not found, it will be a Test pass.

         

        If
        such a notation or other indication is found, review the Mortgage File to determine if the modification agreement or instrument
        is in the Mortgage File. If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices; Mortgage File

	 

        36e
	 

        Review
the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed that the Ground Lease may not be amended,
modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent
is not binding on the lender, its successors or assigns. If so determined, it will be a Test pass.
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor)

	 

        36f
	 

        Review
        the Ground Lease to determine if it has an original term (or an original term plus one or more optional renewal terms,
        which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends
        not less than 20 years beyond the stated maturity of the Mortgage Loan, or 10 years past the stated maturity if such Mortgage
        Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis,
        substantially amortizes). If so determined, it will be a Test pass.
	 

        Ground
        Lease; Estoppel

	 

        36g
	 

        Review
        the Title Policy to determine if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior
        to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted
        Encumbrances. If so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        36h
	 

        Review
        the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine if the Ground Lease does not
        place restrictions on the identity of the
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor)



 




    Exhibit QQ-A-31 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	successors
                                         and assigns without the consent of the lessor;

         

        (F)   The Mortgage Loan Seller has not received any written notice of default under or notice of termination of such ground
        lease. To the Mortgage Loan Seller’s knowledge, there is no default under such ground lease and no condition that,
        but for the passage of time or giving of notice, would result in a default under the terms of such ground lease. Such
        ground lease is in full force and effect as of the Closing Date;

         

        (G)  The ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, provides that no notice of default or termination is effective unless such notice is given to the
        lender, and requires that the ground lessor will supply an estoppel;

         

        (H)  A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the ground lease;

         

        (I)   The ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the
        Mortgage Loan Seller in connection with loans originated for securitization;

         

        (J)   Under
the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken
together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest
(other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to
the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of
the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right
to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the Mortgage Loan, together with any
	 	Mortgagee,
as determined by the Asset Representations Reviewer. If so determined, it will be a Test pass.
	 
	 

        36i
	 

        Review
the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the holder
of any Mortgage Loan and its successors and assigns without the consent of the lessor, and in the event of such assignment, it
is further assignable by the holder of any Mortgage Loan and its successors and assigns without the consent of the lessor. If
so determined, it will be a Test pass.
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor)

	 

        36j
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has
        received any written notice of default under or notice of termination of such Ground Lease. If such a notation or other
        indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        36k
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had
        knowledge as of the Closing Date that there was a default under such Ground Lease or there existed any condition that,
        but for the passage of time or giving notice, would result in a default under the terms of such Ground Lease. If such
        a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        36l
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Ground Lease was not in
        full force and effect as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        36m
	 

        Review
        the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lessor is required to give
        to the lender written notice of any default, and provides that no notice of default or termination is effective unless
        such notice is given to the lender, and requires that the ground lessor will supply an estoppel. If so determined, it
        will be a Test pass.
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor)



 




    Exhibit QQ-A-32 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	accrued
                                         interest;

         

        (K)  In the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement and
the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground
lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent
not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together
with any accrued interest; and

         

        (L)   Provided that the lender cures any defaults which are susceptible to being cured, the ground
lessor has agreed to enter into a new lease with lender upon termination of the ground lease for any reason, including rejection
of the ground lease in a bankruptcy proceeding.
	 

        36n
	 

        Review
        the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lender is permitted an opportunity
        (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through
        legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice
        of any default before the lessor may terminate the Ground Lease. If so determined, it will be a Test pass.
	 

        Ground
        Lease; estoppel (or other agreement of the ground lessor)

	 

        36o
	 

        Review
        the Ground Lease to determine if it does not impose any unreasonable restrictions on subletting. If so determined, it
        will be a Test pass.
	 

        Ground
        Lease

	 

        36p
	 

        Review
        the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if there are
        provisions that any related insurance proceeds or the portion of the condemnation award allocable to the ground
        lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K))
        are required to be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so
        long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a
        trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the
        payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If so determined, it
        will be a Test pass.
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents

	 

        36q
	 

        Review
        the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if, in
        the case of a total or substantial taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of any Mortgage Loan,
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents



 




    Exhibit QQ-A-33 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	together
    with any accrued interest.  If so determined, it will be a Test pass.	 
	 

        36r
	 

        Review
        the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the ground lessor has agreed to enter
        into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in
        a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible to being cured. If so determined,
        it will be a Test pass.
	 

        Ground
        Lease; Estoppel (or other agreement of the ground lessor)

	 

        37.   Servicing. The servicing and collection practices used by the Mortgage Loan Seller in respect of each Mortgage Loan complied
in all material respects with all applicable laws and regulations and was in all material respects legal, proper and prudent,
in accordance with Mortgage Loan Seller’s customary commercial mortgage servicing practices.
	 

        37
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
        collection practices used by the Mortgage Loan Seller in respect of the Mortgage Loan did not comply in all material respects
        with all applicable laws and regulations or was not in all material respects legal, proper and prudent, in accordance with
        Mortgage Loan Seller’s customary commercial mortgage servicing practices. If such a notation or other indication is not
        found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        38.   ARD Loan. Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later
        than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially
        fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each
        ARD Loan has an Anticipated Repayment Date not less than five years following the origination of such Mortgage Loan. If
        the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant
        to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001
        of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan’s interest
        rate will step up to an interest rate per annum as specified in the related Mortgage Loan documents; provided, however,
        that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii)
        all or a substantial portion of the excess cash flow (which
	38a	Review
                                                                                                    the Mortgage Loan Schedule to determine if the Mortgage Loan is an ARD Loan. If so determined, review the Mortgage Loan
                                                                                                    Documents to determine if the Mortgage Loan has the provisions described in the first two sentences of the representation and
                                                                                                    warranty. If so determined with respect to each part of this Test, it will be a Test pass.
	Mortgage
Loan Schedule; Mortgage Loan Documents

	38b	If
                                                                                                    the Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if there are the provisions required by
                                                                                                    clauses (i) through (iii) of the third sentence of representation 38. If so determined, it will be a Test pass.
	Mortgage
Loan Documents



 







    Exhibit QQ-A-34 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	is
                                                                                                                                              net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the
                                                                                                                                              Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD
                                                                                                                                              Loan has been reduced to zero all excess cash flow will be applied to the payment of accrued Excess Interest; and (iii) if
                                                                                                                                              the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis
                                                                                                                                              of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any
                                                                                                                                              increase in the related Mortgage Interest Rate on such Mortgage Loan’s Anticipated Repayment Date. No ARD Loan provides
                                                                                                                                              that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely
                                                                                                                                              because of the passage of the related Anticipated Repayment Date.
	38c	If
the Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if the property manager for the related Mortgaged
Property cannot be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment
Date. If so determined, it will be a Test pass.
	Mortgage
Loan Documents

	 

        39.   Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (each, a “Certified
        Rent Roll”) other than with respect to hospitality properties certified by the related Mortgagor or the related
        guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination
        of the related Mortgage Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating
        Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s)
        as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related
        Mortgage Loan. The Certified Operating Histories collectively report on operations for a period equal to (a) at least
        a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor
        or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged
        properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.
	 

        39a
	 

        Determine
that there is one or more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties, or,
with respect to properties other than hospitality properties, a representation as to the accuracy of the rent roll or rent rolls
is made by the Mortgagor in the Mortgage Loan Documents. If there are Certified Rent Rolls, determine if they have been certified
by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination
of any Mortgage Loan. If so determined as to each part of this Test, it will be a Test pass.
	 

        Diligence
        File; Certified Rent Roll; Mortgage Loan Documents

	 

        39b
	 

        Determine
        that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s)
        as being accurate and complete in all material respects within 180 days of the date of origination of the related Mortgage
        Loan. If so determined, it will be a Test pass.
	 

        Operating
        statements; Mortgage Loan Documents

	 

        39c
	 

        For
        any Mortgaged Property not acquired with the proceeds of any Mortgage Loan, review the Certified Operating Histories to
        determine if they report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event
        the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than
	 

        Operating
        statements



 




    Exhibit QQ-A-35 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	three
    years then for such shorter period of time.  If so determined, it will be a Test pass.	 
	 

        40.   No
        Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any
        grace or cure period, in making required payments since origination, and as of the Closing Date, no Mortgage Loan is
        delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s
        knowledge, there is (a) no, and since origination there has been no, material default, breach, violation or event of
        acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent)
        which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material
        default, breach, violation or event of acceleration, provided, however, that this representation and warranty
        does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an
        exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the applicable
        MLPA. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or
        accelerate any indebtedness under the Mortgage Loan documents.
	 

        40a
	 

        Review
        the Servicing File and the MS Servicer Notices for a notation or other indication that (i) the Mortgage Loan has been more
        than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, and (ii)
        the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If such a notation or
        other indication is not found, it will be a Test pass.
	 

        Servicing
        File; MS Servicer Notices

	 

        40b
	 

        Review
        the Servicing File and the MS Servicer Notices for a notation or other indication that (a) as of the Closing Date or since
        origination (i) there was a material default, breach, violation or event of acceleration existing under the related Mortgage
        Loan or (b) as of the Closing Date, there was an event (other than payments due but not yet delinquent) which, with the
        passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach,
        violation or event of acceleration (it being understood that the Asset Representations Reviewer will not deem as evidence any
        default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to
        any other representation and warranty made by any Mortgage Loan Seller in Exhibit C to the Mortgage Loan Purchase Agreement).
        If such a notation or other indication is not found, it will be a Test pass.
	 

        Servicing
        File; MS Servicer Notices

	 

        41.   Bankruptcy. In respect of each Mortgage Loan, the related Mortgagor is not a debtor in any bankruptcy, receivership,
        conservatorship, reorganization, insolvency, moratorium or similar proceeding.
	 

        41
	 

        Review
        the Lexis/Nexis (or comparable) search and MS Servicer Notices for a notation or other indication that the Mortgagor was
        a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding
        on the Closing Date. If such notation or other indication is not found, it will be a Test pass.
	 

        Lexis/Nexis
        (or comparable) search; MS Servicer Notices

	 

        42.   Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of
        each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general
        partners or similar controlling person for such Mortgagor) (the “Controlling Owner”) and all owners
        that hold
	 

        42a
	 

        Review
        the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence
        File which purports to identify all Controlling Owners and Major Sponsors. If so determined, it will be a Test pass.
	 

        Diligence
        File; Organization Chart



 




    Exhibit QQ-A-36 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	a
25% or greater direct ownership share (i.e., the “Major Sponsors”). The Mortgage Loan Seller (1) required
questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information
from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history for the
last 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and (2) performed or caused to be performed
searches of the public records or services such as Lexis/Nexis, or a similar service designed to elicit information about each
Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s
prior history for the last 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and provided,
however, that records searches were limited to the last 10 years (clauses (1) and (2) collectively, the “Sponsor
Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Major Sponsor or
guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state
of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
	 

        42b
	 

        Review
        the Diligence File to determine if the Sponsor Diligence is included. If so determined, it will be a Test pass.
	 

        Diligence
        File

	 

        43.   Environmental
        Conditions. At origination, each Mortgagor represented and warranted that to its knowledge no hazardous materials or any
        other substances or materials which are included under or regulated by environmental laws are located on, or have been
        handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the Mortgaged Property,
        except as disclosed by a Phase I environmental assessment (or a Phase II environmental assessment, if applicable) delivered
        in connection with the origination of the Mortgage Loan or except for those substances commonly used in the operation and
        maintenance of properties of kind and nature similar to those of the Mortgaged Property in compliance with all environmental
        laws and in a manner that does not result in contamination of the Mortgaged Property. A Phase I environmental site assessment
        (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II
        environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable
        environmental consultant in connection with such
	 

        43a
	 

        Review
the Mortgage Loan Documents to determine if they include a representation and warranty by the Mortgagor described in the first
sentence of representation and warranty 43. If so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        43b
	 

        Review
        the Diligence File to determine if an ESA is included. If so determined, review the ESA to determine that the ESA was
        conducted in connection with the Mortgage Loan within 12 months prior to its origination date, and to confirm that the
        ESA on its face (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the date
        of the ESA in material noncompliance with applicable environmental laws or the existence of recognized environmental conditions
        or the need for further investigation, or (ii) if any material noncompliance with environmental laws or the existence
        of an Environmental Condition (as defined in representation and warranty 43) or need for further investigation was indicated
        in any such ESA, then the following procedures
	 

        Diligence
        File; ESA; Escrow statements; Operations or maintenance plan; No further action letter; Closure letter; Environmental
        policy or lender’s pollution legal liability policy



 




    Exhibit QQ-A-37 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgage
                                                                                                                                              Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not
                                                                                                                                              reveal any known circumstance or condition that rendered the Mortgaged Property at the date of the ESA in material
                                                                                                                                              noncompliance with applicable environmental laws or the existence of recognized environmental conditions (as such term is
                                                                                                                                              defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) or the need for further
                                                                                                                                              investigation, or (ii) if any material noncompliance with environmental laws or the existence of an Environmental Condition
                                                                                                                                              or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A)
                                                                                                                                              125% of the funds reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost
                                                                                                                                              to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the
                                                                                                                                              related Mortgagor and is held by the related lender; (B) if the only Environmental Condition relates to the presence of
                                                                                                                                              asbestos-containing materials, radon in indoor air, lead based paint, or lead in drinking water, and the only recommended
                                                                                                                                              action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by
                                                                                                                                              the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition
                                                                                                                                              identified in the related environmental report was remediated or abated in all material respects prior to the Cut-off Date,
                                                                                                                                              and, as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority
                                                                                                                                              (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as
                                                                                                                                              administratively “closed” or a reputable environmental consultant has concluded that no further action is
                                                                                                                                              required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the
                                                                                                                                              requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer
                                                                                                                                              rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or
                                                                                                                                              Fitch Ratings, Inc.; (E) a party not related to the Mortgagor with assets reasonably estimated to be adequate to effect all
                                                                                                                                              necessary remediation was identified as the responsible party for such condition or circumstance; or (F) a party related to
                                                                                                                                              the Mortgagor with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the
                                                                                                                                              responsible party for
	 	will
                                         be performed: (43b-1 through 43b-5)

         

        1.   Review escrow statements in the Diligence File used to determine if 125% of the funds reasonably estimated by a reputable
        environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
        environmental laws or the Environmental Condition has been escrowed by the Mortgagor and is held by the lender.

         

        2.   If
        the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of
        asbestos-containing materials, radon in indoor air, lead based paint, or lead in drinking water, and the only recommended
        action in the ESA is the institution of an operations or maintenance plan, review the Diligence File to determine if there
        exists an operations or maintenance plan regarding such Environmental Condition. If so determined, confirm that the plan on
        its face appears to be expected to mitigate the identified risk.

         

        3.   If the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is
        not applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or

        abated
        in all material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the
        applicable governmental regulatory authority (or to determine if the environmental issue affecting the Mortgaged Property
        was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental
        consultant has concluded that no further action is required).

         

        4.   If
        the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart is
        not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s pollution
        legal liability insurance policy meeting the requirements set forth below that covers liability for the identified
        circumstance or condition was obtained from an
	 
	 	 	 	 


 







    Exhibit QQ-A-38 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	such
                                                                                                                                                          condition or circumstance is required to take action. The ESA will be part of the Servicing File; and to the Mortgage Loan
                                                                                                                                                          Seller’s knowledge, except as set forth in the ESA, there is no (i) known circumstance or condition that rendered the
                                                                                                                                                          Mortgaged Property in material noncompliance with applicable environmental laws, (ii) Environmental Conditions (as such term
                                                                                                                                                          is defined in ASTM E1527-05 or its successor), or (iii) need for further investigation.

         

        In
        the case of each Mortgage Loan set forth on Schedule I to the MLPA, (i) such Mortgage Loan is the subject of an
        environmental insurance policy, issued by the issuer set forth on Schedule I (the “Policy Issuer”) and
        effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of the Cut-off Date the
        Environmental Insurance Policy is in full force and effect, there is no deductible and the trustee is a named insured under
        such policy, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was
        constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related
        Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint
        (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG
        environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to
        remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the
        mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem,
        and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the
        Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG
        condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no
        knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than
        the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the
        application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering
        or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid
        through the maturity
	 	insurer
                                                                                                                rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings,
                                                                                                                Inc.

         

        5.   If the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such
        subpart is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate
        to effect all necessary remediation was identified as the responsible party for such condition or circumstance.

         

        If
        the matters set forth in any of subparts 1 through 5 above can be made, it will be a Test pass.
	 
	 

        43c
	 

        Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge
as of the Closing Date of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property
in material noncompliance with applicable environmental laws, and (b) any Environmental Condition (as such term is defined in
ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need for further investigation not set forth in the
ESA. The Asset Representations Reviewer will obtain the ESA from the Diligence File and review for disclosure of the known circumstances
or conditions. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices; ESA

	 

        43d
	 

        Review
        Schedule I to the Mortgage Loan Purchase Agreement, if the Mortgage Loan is listed on Schedule I, also review the Diligence
        File to determine if the Mortgage Loan is the subject of an Environmental Insurance Policy. If so, review such Environmental
        Insurance Policy to determine if it was issued by a Policy Issuer identified on Schedule I to the Mortgage Loan Purchase
        Agreement. If so determined, it will be a Test pass.
	 

        Schedule
        I to Mortgage Loan Purchase Agreement; Diligence File; Environmental Insurance Policy

	 

        43e
	 

        Review
        the Environmental Insurance Policy to determine if the policy was in full force and effect as of the Cut-off Date, there
        is no deductible, and the Trustee is a named insured under such policy. If so determined, it will be a Test pass.
	 

        Environmental
Insurance Policy; Servicing records



 




    Exhibit QQ-A-39 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	of
    the policy’s term and the term of such policy extends at least five years beyond the maturity of the Mortgage Loan.	 

        43f
	 

        Review
        the Diligence File to determine if there exists a property condition assessment or engineering report. For Mortgaged Properties
        constructed prior to 1985, review the related report to determine if it addresses asbestos containing materials. If so
        determined with respect to each part of the Test, it will be a Test pass.
	 

        Diligence
        File; Property condition assessment; Engineering report

	 

        43g
	 

        Review
the appraisal to determine if the property is a multifamily property. If so, review the Diligence File to determine if there exists
a property condition report or engineering report. Review the related report to determine if there is a radon gas and lead based
paint section in the report. If so determined, it will be a Test pass.
	 

        Appraisal;
        Property condition Assessment; Engineering report

	 

        43h
	 

        Review
        the most recently dated property condition assessment or engineering report for disclosures of the existence of a material
        and adverse environmental condition or circumstance affecting the Mortgaged Property. If so, determine if the related
        Mortgagor (A) was required to remediate the identified condition prior to closing any Mortgage Loan or provide additional
        security or establish with the mortgagee a reserve in an amount deemed to be sufficient by any Mortgage Loan Seller, for
        the remediation of the problem, and/or (B) agreed in any documents in the Mortgage File to establish an operations and
        maintenance plan after the closing of any Mortgage Loan that should reasonably be expected to mitigate the environmental
        risk. If so determined, it will be a Test pass.
	 

        Property
        condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents

	 

        43i
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, in the case of a Mortgage Loan
        set forth on Schedule I to the Mortgage Loan Purchase Agreement, on the effective date of the Environmental Insurance Policy,
        the Mortgage Loan Seller had knowledge of any material and adverse environmental condition or circumstance affecting the
        Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of
        the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer,
        or
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-40 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	(c)
                                         an engineering or other report provided to the Policy

        Issuer.
        If such a notation or other indication is not found, it will be a Test pass.
	 
	 

        43j
	 

        Review
        the Environmental Insurance Policy to determine if the premium of any Environmental Insurance Policy has been paid through
        the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of
        any Mortgage Loan. If so determined, it will be a Test pass.
	 

        Environmental
        Insurance Policy; Mortgage Loan Documents

	 

        44.   Lease
Estoppels. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a
single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the
origination date of the related Mortgage Loan, and to the Mortgage Loan Seller’s knowledge based solely on the related estoppel
certificate, the related lease is in full force and effect or if not in full force and effect, the related space was underwritten
as vacant, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to common area
maintenance (“CAM”) and pass-through audits and verification of landlord’s compliance with co-tenancy
provisions. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property, the Mortgage
Loan Seller has received lease estoppels executed within 90 days of the origination date of the related Mortgage Loan that collectively
account for at least 65% of the in-place base rent for the Mortgaged Property or set of cross-collateralized properties that secure
a Mortgage Loan that is represented on the Certified Rent Roll. To the Mortgage Loan Seller’s knowledge, each lease represented
on the Certified Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights, such as with
respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
	 

        44a
	 

        Review
        the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified
        Rent Roll to determine if the property is leased to a single tenant. If so, review the estoppel to determine if it was
        obtained from such tenant no earlier than 90 days prior to the origination date of the Mortgage Loan. If so determined,
        it will be a Test pass.
	 

        Estoppels;
        Certified Rent

        Roll;
        Appraisal

	 

        44b
	 

        Review
        the estoppel certificate referenced in Test 44a and the asset summary report to determine if (i) the related lease is
        in full force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with
        respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, or
        (ii) if there is no estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause
        (i) or (ii) are so determined, it will be a Test pass.
	 

        Estoppels;
        Diligence File; Asset Summary Report

	 

        44c
	 

        Review
        the appraisal to determine if the Mortgage Loan is predominantly secured by a retail, office, or industrial property.
        If so, review the Diligence File to determine if lease estoppels executed within 90 days of the origination date of the
        Mortgage Loan were received that collectively account for at least 65% of the in-place base rent for the Mortgaged Property
        or set of cross-collateralized properties that secure a Mortgage Loan that is represented on the Certified Rent Roll.
        If so determined with respect to each part of this Test, it will be a Test pass.
	 

        Appraisal;
        Diligence File

	 

        44d
	 

        Review
        the MS Servicer Notices for a notation or other
	 

        MS
        Servicer Notices;



 




    Exhibit QQ-A-41 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	indication
                                                                                                                of any claim or assertion that, as of the Closing Date, and subject to customary reservations of tenant’s rights, such
                                                                                                                as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions,
                                                                                                                the Mortgage Loan Seller had knowledge that any lease represented on the Certified Rent Roll was not in full force and
                                                                                                                effect. If such a notation or other indication is not found, it will be a Test pass.
	Certified
    Rent Roll
	 

        45.   Appraisal.
The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage
Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the
Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or
indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental
letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation.
	 

        45a
	 

        Review
the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and with 12 month of the Closing
Date. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        45b
	 

        Review
        the appraisal to determine if it was signed by an appraiser represented to be an MAI. If so determined, it will be a Test
        pass.
	 

        Appraisal

	 

        45c
	 

        Review
        the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that
        the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security
        of the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        45d
	 

        Review
        the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that
        the appraiser’s compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined,
        it will be a Test pass.
	 

        Appraisal

	 

        45e
	 

        Review
        the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the
        requirements of the “Uniform Standards of Professional appraisal Practice” as adopted by the appraisal Standards
        Board of the Appraisal Foundation. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        46.   Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan
        Schedule attached as an exhibit to the MLPA is true and correct in all material
	 

        46a
	 

        Review
        the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase Agreement and compare it to the corresponding
        information in (i) Annex A to the final
	 

        Mortgage
        Loan Purchase Agreement; Annex A to final prospectus;



 




    Exhibit QQ-A-42 


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	respects
    as of the Cut-off Date and contains all information required by the PSA to be contained therein.	 	prospectus
                                                                                                                (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are discrepancies between the
                                                                                                                documents. If there are no such discrepancies, it will be a Test pass.
	Mortgage
Loan Documents; PSA; Asset Summary Report

	 

        46b
	 

        Compare
        the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are
        no discrepancies, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; PSA

	 

        47.   Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan
        that is outside the Mortgage Pool.
	 

        47
	 

        Review
        the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other
        Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        48.   Advance of Funds by the Mortgage Loan Seller. No advance of funds has been made by the Mortgage Loan Seller to
        the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate,
        directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage
        Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to
        any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date.
	 

        48a
	 

        Review
the MS Servicer Notices for a notation or other indication that, as of the Closing Date, an advancement of funds had been made
by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the Mortgagor
or an affiliate, directly, for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is
not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        48b
	 

        Review
        the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital
        contribution to the Mortgagor, other than contributions made on or prior to the Closing Date. If not so determined, it
        will be a Test pass.
	 

        Mortgage
Loan Documents

	 

        49.   Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied with its internal procedures
        with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot
        Act of 2001 in connection with the origination of the Mortgage Loan.
	 

        49
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did
        not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
        without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices



 




    Exhibit QQ-A-43 


     


    

 


EXHIBIT QQ-B


 


GACC ASSET REVIEW
PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the
Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit JJ-1
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is
necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with
the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely
with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage
Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests: 


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



  


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



  


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



  


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



  


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement
with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason
for not satisfying the applicable Test is caused by such exception(s);



  


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset
Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by Asset Representations Reviewer
that the documentation included in the Review Materials (after making such request for any missing documents in the manner provided
for in the PSA) is not sufficient to perform the Test; and



  


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or
(ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



  






     Exhibit QQ-B-1


     


    

 


The Asset Representations Reviewer will
only be required to perform the Tests described in this Exhibit JJ-1, and will not be obligated to perform additional procedures
on any Delinquent Loan, even if a different set of procedures or review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information,
in addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there
is a Test pass.


 






     Exhibit QQ-B-2


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	1. Whole
                                                                                                                                                             Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
                                                                                                                                                             Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole
                                                                                                                                                             Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer and assignment to
                                                                                                                                                             Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or,
                                                                                                                                                             with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) participation or pledge, and the
                                                                                                                                                             Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens,
                                                                                                                                                             charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any
                                                                                                                                                             servicing rights appointment or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and
                                                                                                                                                             transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such
                                                                                                                                                             Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such
                                                                                                                                                             Mortgage Loan.
	1a	Review
                                                                                                                the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
                                                                                                                Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is
                                                                                                                more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it
                                                                                                                will be a Test pass.
	Mortgage;
                                                                                                                Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
                                                                                                                Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan
                                                                                                                Documents”); Mortgage Loan Schedule.

	1b	Review
                                         any notice previously delivered by

        the
        master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan
        (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or Mortgage that was subject
        to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to
        the related Non-Serviced Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan Seller did
        not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges,
        encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights
        appointment or similar agreement. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices
	1c	Review
                                                                                                    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right
                                                                                                    and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test
                                                                                                    pass.
	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation	MS
    Servicer Notices


 




     Exhibit QQ-B-3


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	of
                                                                                                                any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of
                                                                                                                such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such
                                                                                                                Mortgage Loan. If such notation is not found, it will be a Test pass.
	 
	2. Loan
                                                                                                                                                 Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate
                                                                                                                                                 instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in
                                                                                                                                                 connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other
                                                                                                                                                 obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state
                                                                                                                                                 anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its
                                                                                                                                                 terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization,
                                                                                                                                                 moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of
                                                                                                                                                 equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain
                                                                                                                                                 provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late
                                                                                                                                                 fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable
                                                                                                                                                 by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or
                                                                                                                                                 unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s
                                                                                                                                                 realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the
                                                                                                                                                 “Standard Qualifications”).

         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan
	2a	Review
                                                                                                    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
                                                                                                    contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate
                                                                                                    instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in
                                                                                                    connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other
                                                                                                    obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
                                                                                                    except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.
	Mortgagor’s
    Counsel Opinion
	2b	Review
                                                                                                    the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the
                                                                                                    related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
                                                                                                    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
                                                                                                    Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related
                                                                                                    Mortgage Loan Purchase Agreement) the
	MS
    Servicer Notices


 




     Exhibit QQ-B-4


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Documents,
                                                                                                                                                 including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the
                                                                                                                                                 Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal
                                                                                                                                                 benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.
	 	principal
                                                                                                                benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is
                                                                                                                found, it will be a Test pass.
	 
	3. Mortgage
                                                                                                                                     Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the
                                                                                                                                     holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the
                                                                                                                                     security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure
                                                                                                                                     subject to the limitations set forth in the Standard Qualifications.
	3	Review
                                                                                                    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
                                                                                                    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the
                                                                                                    Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by
                                                                                                    judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If
                                                                                                    such indication exists, it will be a Test pass.
	Mortgage
                                         Loan Documents; Mortgagor’s Counsel

        Opinion

	4. Mortgage
                                                                                                                                                 Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
                                                                                                                                                 File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Mortgage Note,
                                                                                                                                                 Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled,
                                                                                                                                                 subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the
                                                                                                                                                 lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
                                                                                                                                                 Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor
                                                                                                                                                 nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect to each
                                                                                                                                                 Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications,
                                                                                                                                                 amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to
                                                                                                                                                 by the Mortgage Loan Seller on or after [●], 2017.
	4a	Review
                                                                                                    the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been
                                                                                                    waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written
                                                                                                    instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no
                                                                                                    such indication is found, it will be a Test pass.
	Mortgage
    Loan Documents; MS Servicer Notices
	4b	Review
                                                                                                    the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion
                                                                                                    thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security
                                                                                                    intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except
                                                                                                    by written instruments set forth in the related Mortgage File or as otherwise provided in the related
	MS
    Servicer Notices; Mortgage Loan Documents


 




     Exhibit QQ-B-5


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	Mortgage
Loan Documents. If no such indication is found, it will be a Test pass.
	 
	4c	Review
the and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor has been released from
its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices; Mortgage Loan Documents
	4d	Review
                                                                                                    the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be
                                                                                                    reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan Seller
                                                                                                    on or after May 26, 2017. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices; Mortgage Loan Documents
	5. Hospitality
                                                                                                                                     Provisions. The Loan Documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a
                                                                                                                                     franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor
                                                                                                                                     and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and
                                                                                                                                     comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or
                                                                                                                                     as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of
                                                                                                                                     the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar
                                                                                                                                     agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the
                                                                                                                                     Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement
                                                                                                                                     as of the Closing Date. The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property
                                                                                                                                     creates a security interest in the revenues of such property for which a UCC financing statement has been filed in
                                                                                                                                     the
	5a	 

        Review
        the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
        the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
        agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise
        or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or
        licensor, either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its
        designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such
        executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide. If so determined
        with respect to each part of this
	 

        Appraisal;
        mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor



 




     Exhibit QQ-B-6


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	appropriate
                                                                                                                                                             filing office. For the avoidance of doubt, no representation is made as to the perfection of any security interest in
                                                                                                                                                             revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code
                                                                                                                                                             financing statements is required to effect such perfection
	 	Test,
    it will be a Test pass.	 
	5b	 

        If
        the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for
        each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such
        property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of
        filing of any related UCC financing statements, related amendments and continuation statements. If so determined with respect
        to each part of this Test, it will be a Test pass.
	 

        UCC
        filings; Appraisal; Mortgage File

	6. Lien;
                                                                                                                                                 Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of
                                                                                                                                                 Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
                                                                                                                                                 Trustee) constitutes a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to
                                                                                                                                                 the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable
                                                                                                                                                 without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the
                                                                                                                                                 related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan
                                                                                                                                                 or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and
                                                                                                                                                 warranty 7 below set forth in Exhibit C of the related Mortgage Loan Purchase Agreement (each such exception, a
                                                                                                                                                 “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such
                                                                                                                                                 Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as
                                                                                                                                                 of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens,
                                                                                                                                                 recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related
                                                                                                                                                 Mortgage (which lien secures the related
	6a	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or
                                                                                                    Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related
                                                                                                    Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced
                                                                                                    Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation or other
                                                                                                    indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	6b	Review
                                                                                                    the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that the
                                                                                                    related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related
                                                                                                    Mortgagor. If no such provision is found, it will be a Test pass.
	Mortgage;
    Assignment of Leases, Rents and Profits
	6c	Review
                                                                                                    the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the
                                                                                                    related Mortgagor’s fee (or with respect to
	Title
    Policy; Mortgage; Mortgage Loan Schedule


 




     Exhibit QQ-B-7


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Whole
                                                                                                                                                             Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or
                                                                                                                                                             insured against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s
                                                                                                                                                             knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the
                                                                                                                                                             Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or
                                                                                                                                                             equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a
                                                                                                                                                             lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no
                                                                                                                                                             representation is made as to the perfection of any security interest in rents or other personal property to the extent that
                                                                                                                                                             possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”)
                                                                                                                                                             financing statements is required in order to effect such perfection.
	 	those
Mortgage Loans described in representation and warranty 35 hereof, leasehold) interest in the Mortgaged Property. Compare the
amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are
equivalent. If each such determination is made, it will be a

        Test
        pass.
	 
	6d	Review
                                                                                                    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded
                                                                                                    materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage
                                                                                                    (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than
                                                                                                    Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable
                                                                                                    Title Policy). If so determined, it will be a Test pass.
	Title
    Policy
	6e	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the
                                                                                                    Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens,
                                                                                                    recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the
                                                                                                    related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)
                                                                                                    (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the
                                                                                                    applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices


 




     Exhibit QQ-B-8


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	6f	Review
                                                                                                                the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
                                                                                                                there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
                                                                                                                with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part
                                                                                                                of a Whole Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a
                                                                                                                lender’s title insurance policy. If such a notation or other indication is not found, it will be a Test
                                                                                                                pass.
	MS
    Servicer Notices
	6g	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
                                                                                                    have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule,
                                                                                                    leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance
                                                                                                    or security interest. If such a notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	7. Permitted
                                                                                                                                                 Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association
                                                                                                                                                 loan title insurance policy or a comparable form of loan title insurance policy approved for use in the
                                                                                                                                                 applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with
                                                                                                                                                 escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
                                                                                                                                                 Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by
                                                                                                                                                 multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such
                                                                                                                                                 property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit
                                                                                                                                                 of the owner of the indebtedness
	7a	Review
                                                                                                    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
                                                                                                    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
                                                                                                    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to
                                                                                                    the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will
                                                                                                    be a Test pass.
	Title
    Policy; Mortgage Loan Documents
	7b	Review
the Title Policy to determine if the first-priority lien of the Mortgage (which lien
	Title
    Policy


 




     Exhibit QQ-B-9


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	secured
                                                                                                                                                             by the Mortgage, the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a
                                                                                                                                                             Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water
                                                                                                                                                             charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way,
                                                                                                                                                             easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such
                                                                                                                                                             Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only)
                                                                                                                                                             under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the
                                                                                                                                                             related Mortgage Loan (or related Whole Loan) is cross-collateralized and cross-defaulted with another Mortgage Loan (or
                                                                                                                                                             related Whole Loan) (each a “Crossed Mortgage Loan”), the lien of the Mortgage for such other Mortgage
                                                                                                                                                             Loan (or related Whole Loan) that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan or with the
                                                                                                                                                             Whole Loan of which such Crossed Mortgage Loan is a part, provided that none of which items (a) through (f), individually or
                                                                                                                                                             in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security
                                                                                                                                                             intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due
                                                                                                                                                             (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding
                                                                                                                                                             sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien
                                                                                                                                                             of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full
                                                                                                                                                             force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and
                                                                                                                                                             no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any
                                                                                                                                                             other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under
                                                                                                                                                             such Title Policy.
	 	secures
                                                                                                                the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted
                                                                                                                Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.
	 
	7c	Review
                                                                                                    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
                                                                                                    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
                                                                                                    not so determined, it will be a Test pass.
	Title
    Policy
	7d	Review
                                                                                                    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and
                                                                                                    effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such
                                                                                                    notation or other indication is found, it will be a Test pass.
	Title
    Policy; MS Servicer Notices
	7e	Review
                                                                                                    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage
                                                                                                    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation
                                                                                                    or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	8. Junior
                                                                                                                                     Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or
                                                                                                                                     junior liens, except for any Crossed Mortgage
	8a	Review
                                                                                                    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged
                                                                                                    Property,
	Title
    Policy


 




     Exhibit QQ-B-10


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Loan,
                                                                                                                                                             there are, as of origination, and to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no subordinate
                                                                                                                                                             mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted
                                                                                                                                                             Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens (which are the
                                                                                                                                                             subject of the representation in representation and warranty 6 above), and equipment and other personal property financing).
                                                                                                                                                             Except as set forth in Schedule B-1 to Exhibit B of the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no
                                                                                                                                                             knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.
	 	except
for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.
	 
	8b	Review
                                                                                                    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior
                                                                                                    mortgage liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and
                                                                                                    the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal
                                                                                                    property financing. If so determined, it will be a Test pass.
	Title
    Policy
	8c	Review
                                                                                                    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B of the
                                                                                                    Mortgage Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by
                                                                                                    interests in the related Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering
                                                                                                    the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments,
                                                                                                    mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test
                                                                                                    pass.
	MS
Servicer Notices; Mortgage Loan Purchase Agreement

	9. Assignment
                                                                                                                                                 of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents and
                                                                                                                                                 Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted
                                                                                                                                                 Encumbrances and the Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the
                                                                                                                                                 related Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan), each related Assignment of
                                                                                                                                                 Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or
                                                                                                                                                 security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the
                                                                                                                                                 related
	9a	Review
                                                                                                    the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
                                                                                                    into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.
	Mortgage
    File; Assignment of Leases, Rents and Profits
	9b	Review
                                                                                                    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded,
                                                                                                    and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
                                                                                                    and certain rights
	Title
                                         Policy; Mortgage; Assignment of Leases, Rents and

        Profits



 




     Exhibit QQ-B-11


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgagor
                                                                                                                                                             to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right
                                                                                                                                                             to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The
                                                                                                                                                             related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event
                                                                                                                                                             of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related
                                                                                                                                                             mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
	 	under
                                                                                                                the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to
                                                                                                                perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
                                                                                                                property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to
                                                                                                                each part of this Test, it will be a Test pass.
	 
	9c	Review
the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to determine
if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under
the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into
possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for
rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.
	Assignment
    of Leases, Rents and Profits; Mortgage
	10. UCC
                                                                                                                                     Filings. If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has
                                                                                                                                     filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper
                                                                                                                                     form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices
                                                                                                                                     necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical
                                                                                                                                     personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related
                                                                                                                                     Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security
                                                                                                                                     interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other
                                                                                                                                     personal property leases applicable to such personal property), to the extent perfection may be effected pursuant
                                                                                                                                     to
	10	If
                                                                                                    the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other
                                                                                                    indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not
                                                                                                    found, it will be a Test pass.
	MS
    Servicer Notices


 




     Exhibit QQ-B-12


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	applicable
                                                                                                                                                 law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent
                                                                                                                                                 document) creates a valid and enforceable lien and security interest on the items of personalty described above. No
                                                                                                                                                 representation is made as to the perfection of any security interest in rents or other personal property to the extent that
                                                                                                                                                 possession or control of such items or actions other than the filing of UCC financing statements are required in order to
                                                                                                                                                 effect such perfection.
	 	 	 
	11. Condition
                                                                                                                                                 of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each
                                                                                                                                                 related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the
                                                                                                                                                 Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan
        no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon
        due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing
        Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency
        that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established
        at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or
        value of such Mortgaged Property as security for the Mortgage Loan.
	11a	Review
                                                                                                    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of
                                                                                                    the origination date. If so determined, it will be a Test pass.
	Engineering
    report; Property condition assessment
	11b	Review
                                                                                                    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
                                                                                                    months prior to the Cut-off Date. Review the engineering report or property condition assessment to confirm that each related
                                                                                                    Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test
                                                                                                    pass.
	Engineering
    report; Property condition assessment
	11c	Review
the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or
use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those
addressed in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is
not found, it will be a Test pass.
	MS
    Servicer Notices
	12. Taxes
                                                                                                                                     and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including,
                                                                                                                                     without limitation, water and sewage charges), or installments thereof, that could be a lien on the related
	12	Review
                                                                                                    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding
                                                                                                    governmental charges
	MS
    Servicer Notices


 




     Exhibit QQ-B-13


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgaged
                                                                                                                                                 Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
                                                                                                                                                 become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in
                                                                                                                                                 an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of
                                                                                                                                                 this representation and warranty 12, real estate taxes and governmental assessments and other outstanding governmental
                                                                                                                                                 charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest
                                                                                                                                                 and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the
                                                                                                                                                 related taxing authority.
	 	(including,
                                                                                                                without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgage
                                                                                                                Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come
                                                                                                                delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in an amount
                                                                                                                sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or
                                                                                                                other indication is not found, it will be a Test pass.
	 
	13. Condemnation.
                                                                                                                                     As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no
                                                                                                                                     proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the
                                                                                                                                     Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would
                                                                                                                                     have a material adverse effect on the value, use or operation of the Mortgaged Property.
	13	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
                                                                                                    condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other
                                                                                                    indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such
                                                                                                    proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a
                                                                                                    notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	14.
Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of
the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving
any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably
be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or
enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s
ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents
or (f) the current principal
	14a	Review
                                                                                                    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending
                                                                                                    or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or
                                                                                                    Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it
                                                                                                    will be a Test pass.
	Mortgage
Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices

	14b	Review
                                                                                                    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or
                                                                                                    proceeding, arbitration or governmental investigation
	MS
    Servicer Notices


 




     Exhibit QQ-B-14


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	use
    of the Mortgaged Property.	 	involving
any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses
(a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect the
matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.
	 
	15. Escrow
                                                                                                                                                 Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the
                                                                                                                                                 possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any
                                                                                                                                                 applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that
                                                                                                                                                 are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller to
                                                                                                                                                 Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or
                                                                                                                                                 Non-Serviced Master Service).
	15a	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with
                                                                                                    the lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other
                                                                                                    indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	15b	Review
                                                                                                    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by
                                                                                                    the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the
                                                                                                    related Non-Serviced Depositor or Non-Serviced Master Servicer). If so determined, it will be a Test pass.
	MS
    Servicer Notices
	16.
No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the Mortgage Loan Schedule
has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases
where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged
Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).
	16a	Review
                                                                                                    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
                                                                                                    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.
	Mortgage
Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

	16b	Review
                                                                                                    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
                                                                                                    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
                                                                                                    accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters
	Mortgage
    Loan Documents


 




     Exhibit QQ-B-15


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	with
                                                                                                                respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to
                                                                                                                merit such holdback). If so determined, it will be a Test pass.
	 
	17.
                                         Insurance. Each related Mortgaged Property is, and is

        required
        pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance
        with coverage found under a “special cause of loss form” or “all risk form” that includes replacement
        cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or
        financial strength rating of any one of the following: (i) at least “A-:VIII” from A.M. Best Company, (ii) at
        least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (iii) at least “A-” from
        S&P Global Ratings (collectively the “Insurance Rating Requirements”), in an amount (subject to a
        customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full
        insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the
        Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less
        than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
        provisions with respect to the related Mortgaged Property.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business
        interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months
        (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the
	17a	Review
                                                                                                    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
                                                                                                    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property
                                                                                                    insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
                                                                                                    form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the
                                                                                                    requirements of the related Mortgage Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary
                                                                                                    deductibles) not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable
                                                                                                    value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
                                                                                                    and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the
                                                                                                    amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with
                                                                                                    respect to the Mortgaged Property. If so determined, it will be a Test pass.
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)

	17b	Review
                                                                                                    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions
                                                                                                    are found, it will be a Test pass.
	Mortgage
    Loan Documents
	17c	Review
                                                                                                    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance
                                                                                                    policies
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)



 




     Exhibit QQ-B-16


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	related
                                                                                                                                                             Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus
                                                                                                                                                             such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage
                                                                                                                                                             loans for securitization.

         

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable value on
        a replacement cost basis of the improvements and personalty and fixtures owned by the Mortgagor and included in the related
        Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general
        liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property
        damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by
        the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence
        and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the
        Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year
        return period, an exposure period of 50 years and a 10% probability of
	 	and/or
                                                                                                                certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
                                                                                                                or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with
                                                                                                                respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions
                                                                                                                are found, it will be a Test pass.
	 
	17d	Review
                                                                                                    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions
                                                                                                    are found, it will be a Test pass.
	Mortgage
    Loan Documents
	17e	Review
                                                                                                    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
                                                                                                    lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
                                                                                                    Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the
                                                                                                    Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program plus such additional
                                                                                                    excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans for
                                                                                                    securitization. If so determined, it will be a Test pass.
	Mortgage
Loan Documents; Survey; Insurance Summary Report

	17f	If
                                                                                                    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
                                                                                                    Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for
                                                                                                    windstorm and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm
                                                                                                    and/or windstorm related
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)



 




     Exhibit QQ-B-17


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	exceedance.
                                                                                                                                                             If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs
                                                                                                                                                             of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least
                                                                                                                                                             “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc.
                                                                                                                                                             or “A-” by S&P Global Ratings in an amount not less than 100% of the SEL or PML, as applicable.

         

        The
        Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or
        restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then
        outstanding principal amount of the related Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee appointed
        by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of
        the outstanding principal balance of such Mortgage Loan (or Whole Loan, if applicable) together with any accrued interest
        thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a
        mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such
        insurance policies will inure to the benefit of the Trustee (or, in the case of a Mortgage Loan that is a Non-Serviced
        Mortgage Loan, the applicable Other Trustee). Each related Mortgage Loan obligates the related Mortgagor to maintain all such
        insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the
        Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than
        commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation
        arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or
        such lesser period, not less than 10 days, as may be required
	 	perils
                                                                                                                and/or named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2)
                                                                                                                100% of the full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the
                                                                                                                Mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so
                                                                                                                determined with respect to each part of this Test, it will be a Test pass.
	 
	17g	Review
the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is
covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance
policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage
and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans
originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so
determined, it will be a Test pass.
	Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
Mortgage Loan Documents

	17h	Review
                                                                                                    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined,
                                                                                                    review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for
                                                                                                    the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss
                                                                                                    (“PML”) for the Mortgaged Property in the
	Property
    condition assessment; Seismic engineering study


 




     Exhibit QQ-B-18


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	by
applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage
Loan Seller.
	 	event
                                                                                                                of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
                                                                                                                If so determined, it will be a Test pass.
	 
	17i	Review
the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the
replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained.
If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or
the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount
should be not less than 100% of the SEL or the PML, as applicable. If so determined with respect to each part of the Test, it
will be a Test pass.
	Seismic
                                                                                                    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance
                                                                                                    policies and/or certificates of insurance)

	17j	Review
                                                                                                    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either
                                                                                                    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
                                                                                                    excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having
                                                                                                    the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the
                                                                                                    outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon.
                                                                                                    If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	17k	Review
    the MS Servicer Notices for a	MS
    Servicer Notices


 




     Exhibit QQ-B-19


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	notation
                                                                                                                or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is
                                                                                                                found, it will be a Test pass.
	 
	17l	Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors and
assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
or additional insured. If so determined, it will be a Test pass.
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)

	17m	Review
                                                                                                    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
                                                                                                    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of
                                                                                                    a Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test
                                                                                                    pass.
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)

	17n	Review
the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such
Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense
and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.
	Mortgage
    Loan Documents
	17o	Review
                                                                                                    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
                                                                                                    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
                                                                                                    at least
	Insurance
                                                                                                    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of
                                                                                                    insurance)



 




     Exhibit QQ-B-20


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	10
                                                                                                                days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least
                                                                                                                30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as
                                                                                                                may be required by applicable law) arising for any reason other than non-payment of a premium. If so determined, it will be a
                                                                                                                Test pass.
	 
	17p	Review
                                                                                                    the MS Servicer Notices for a notation or other indication that any notice described in Test 18o may have been received by
                                                                                                    the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	18. Access;
                                                                                                                                                 Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
                                                                                                                                                 access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and
                                                                                                                                                 egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well
                                                                                                                                                 and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c)
                                                                                                                                                 constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or
                                                                                                                                                 is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an
                                                                                                                                                 application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case
                                                                                                                                                 the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the
                                                                                                                                                 Mortgaged Property is a part until the separate tax lots are created.
	18a	Review
                                                                                                    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
                                                                                                    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
                                                                                                    such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a
                                                                                                    public road. If so determined, it will be a Test pass.
	Zoning
                                         report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor
                                         Diligence;

        ESA

	18b	Review
                                                                                                    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
                                                                                                    the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and
                                                                                                    sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
                                                                                                    Property. If so determined, it will be a Test pass.
	Zoning
                                         report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor
                                         Diligence;

        ESA

	18c	Review
                                                                                                    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
                                                                                                    include any property which is not part of the Mortgaged Property or is subject
	Title
    Policy; Survey; Mortgage Loan Documents


 




     Exhibit QQ-B-21


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	to
                                                                                                                an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an
                                                                                                                application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case
                                                                                                                any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the
                                                                                                                Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.
	 
	19. No
                                                                                                                                                 Encroachments. To Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with
                                                                                                                                                 origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a
                                                                                                                                                 preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the
                                                                                                                                                 origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised
                                                                                                                                                 value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the
                                                                                                                                                 related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such
                                                                                                                                                 Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining
                                                                                                                                                 parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the
                                                                                                                                                 value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.
                                                                                                                                                 No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely
                                                                                                                                                 affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to
                                                                                                                                                 the Title Policy.
	19a	Review
                                                                                                    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
                                                                                                    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
                                                                                                    the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use
                                                                                                    of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined, it
                                                                                                    will be a Test pass.
	Survey;
    Title Policy; Appraisal
	19b	Review
                                                                                                    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
                                                                                                    Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or
                                                                                                    endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.
	Survey;
    Title Policy
	19c	Review
                                                                                                    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
                                                                                                    encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
                                                                                                    Property or for which
	Survey;
    Title Policy


 




     Exhibit QQ-B-22


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	insurance
or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test pass.
	 
	20. No
                                                                                                                                     Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other
                                                                                                                                     contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the
                                                                                                                                     portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by
                                                                                                                                     the Mortgage Loan Seller.
	20	Review
                                                                                                    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative
                                                                                                    amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in
                                                                                                    effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is
                                                                                                    found with respect to each part of this Test, it will be a Test pass.
	Mortgage
    Loan Documents
	21.
REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but determined
without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section
1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of
the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan
and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components
thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan)
was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or
(ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such
date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the
amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien
that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or
other third-party credit enhancement within
	21a	Review
                                                                                                    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
                                                                                                    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.
	Origination
    settlement statement; Mortgage Loan
	21b	Review
                                                                                                    the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan is secured by an interest in
                                                                                                    real property (including buildings and structural components thereof, but excluding personal property) having a fair market
                                                                                                    value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage
                                                                                                    Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal
                                                                                                    amount of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above,
                                                                                                    the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property
                                                                                                    interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
                                                                                                    such
	Appraisal;
    Mortgage Loan Documents


 




     Exhibit QQ-B-23


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	the
                                                                                                                                                             meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the Mortgage Loan was “significantly
                                                                                                                                                             modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x)
                                                                                                                                                             was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the
                                                                                                                                                             provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the
                                                                                                                                                             Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield
                                                                                                                                                             maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the
                                                                                                                                                             meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this representation and warranty 21 shall
                                                                                                                                                             have the same meanings as set forth in the related Treasury Regulations.
	 	Mortgage
                                                                                                                Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real
                                                                                                                property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit
                                                                                                                enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test
                                                                                                                pass.
	 
	21c	Review
                                                                                                    the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date,
                                                                                                    and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was
                                                                                                    modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions
                                                                                                    of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such
                                                                                                    modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and
                                                                                                    warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication is
                                                                                                    found, it will be a Test pass.
	MS
    Servicer Notices
	21d	Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums
and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
If such a notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	22. Compliance
                                                                                                                                     with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or
                                                                                                                                     prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
                                                                                                                                     state or federal laws, regulations
	22a	Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage
Loan do not comply with applicable local, state, and federal laws in any
	MS
    Servicer Notices


 




     Exhibit QQ-B-24


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	and
    other requirements pertaining to usury.	 	material
respect. If such a notation or other indication is not found, it will be a Test pass.
	 
	22b	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material
                                                                                                    requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other
                                                                                                    material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
                                                                                                    is not found, it will be a Test pass.
	MS
    Servicer Notices
	22c	Review
                                                                                                    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
                                                                                                    it will be a Test pass.
	Mortgage
    Loan Documents
	23. Authorized
                                                                                                                                     to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity
                                                                                                                                     held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in
                                                                                                                                     which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely
                                                                                                                                     affect the enforceability of such Mortgage Loan by the Trust.
	23	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage
                                                                                                    Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to
                                                                                                    transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other
                                                                                                    indication is found, determine whether the failure to be so authorized could not materially and adversely affect the
                                                                                                    enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.
	MS
    Servicer Notices
	24. Trustee
                                                                                                                                     under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the
                                                                                                                                     Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as
                                                                                                                                     such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and
                                                                                                                                     applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.
	24	Review
                                                                                                    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.
	Mortgage
    Loan Documents
	25.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental	25a	Review
    the zoning report and title policy for an indication that there are no material	Zoning
    Report; Title Policy


 




     Exhibit QQ-B-25


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	authorities,
a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy,
or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller
for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization,
with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date
of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances,
building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal
non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary
to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent
necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use
or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law
and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization
that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would
not have a material adverse effect on the Mortgage Loan. The terms of the Loan Documents require the Mortgagor to comply in all
material respects with all applicable governmental regulations, zoning and building laws.
	 	violations
                                                                                                                of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with
                                                                                                                respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of
                                                                                                                origination of such Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which
                                                                                                                (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to
                                                                                                                the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or
                                                                                                                repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially
                                                                                                                and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance
                                                                                                                policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller
                                                                                                                for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to
                                                                                                                current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. If such indication is
                                                                                                                found, it will be a Test pass.
	 
	25b	Review
                                                                                                    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
                                                                                                    governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	26. Licenses
                                                                                                                                     and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and
                                                                                                                                     applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to
                                                                                                                                     the Mortgage Loan Seller’s knowledge based
	26a	Review
the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
governmental authorizations necessary for its operation of the Mortgaged
	Mortgage
    Loan Documents


 




     Exhibit QQ-B-26


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	upon
                                                                                                                                                             a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law
                                                                                                                                                             compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if
                                                                                                                                                             applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits
                                                                                                                                                             and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to
                                                                                                                                                             do business in the jurisdiction in which the related Mortgaged Property is located.
	 	Property
in full force and effect. If so determined, it will be a Test pass.
	 
	26b	Review
                                                                                                    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had
                                                                                                    knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations
                                                                                                    necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found,
                                                                                                    it will be a Test pass.
	Mortgage
    Loan Documents; MS Servicer Notices
	26c	Review
the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	27. Recourse
                                                                                                                                     Obligations. The Loan Documents for each Mortgage Loan provide that (a) the related Mortgagor and at least one individual
                                                                                                                                     or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related
                                                                                                                                     Mortgagor and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts
                                                                                                                                     of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or
                                                                                                                                     condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (but in some cases, only to the
                                                                                                                                     extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and (iv) any breach
                                                                                                                                     of the environmental covenants contained in the related Loan Documents, and (b) the Mortgage Loan shall become full recourse
                                                                                                                                     to the related Mortgagor and at least one individual or entity, if the related Mortgagor files a voluntary petition under
                                                                                                                                     federal or state bankruptcy or insolvency law.
	27a	Review
                                                                                                    the Mortgage Loan Documents for each Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the
                                                                                                    representation and warranty 27. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	28. Mortgage
                                                                                                                                     Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion
                                                                                                                                     of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by
	28a	Review
                                                                                                    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
                                                                                                    the only conditions under which a
	Mortgage
    Loan Documents


 




     Exhibit QQ-B-27


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	principal
                                                                                                                                                             repayment, or partial Defeasance (as defined in representation and warranty 33), of not less than a specified percentage at
                                                                                                                                                             least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii)
                                                                                                                                                             the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance
                                                                                                                                                             (as defined in representation and warranty 33 below), (d) releases of out-parcels that are unimproved or other portions of
                                                                                                                                                             the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and
                                                                                                                                                             which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not
                                                                                                                                                             necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant
                                                                                                                                                             to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any
                                                                                                                                                             partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a
                                                                                                                                                             “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the
                                                                                                                                                             Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
                                                                                                                                                             within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can, in accordance with the related Loan
                                                                                                                                                             Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the
                                                                                                                                                             effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value
                                                                                                                                                             of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is
                                                                                                                                                             senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the
                                                                                                                                                             Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or Whole Loan,
                                                                                                                                                             as applicable) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less
                                                                                                                                                             than the amount required by the REMIC Provisions.

         

        In
        the case of any Mortgage Loan, in the event of a
	 	property
                                                                                                                may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of
                                                                                                                representation and warranty 28. If such provisions are found, it will be a Test pass.
	 
	28b	Review
the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of
the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant
modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and
(ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section
860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of
collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding
clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged
Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80%
of the principal balance of the Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is required
to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are
found, it will be a Test pass.
	Mortgage
    Loan Documents
	28c	Review
    the Mortgage Loan Documents for	Mortgage
    Loan Documents


 




     Exhibit QQ-B-28


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	condemnation
                                                                                                                                                             or taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by
                                                                                                                                                             legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an
                                                                                                                                                             amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be
                                                                                                                                                             required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the
                                                                                                                                                             release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned
                                                                                                                                                             restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the
                                                                                                                                                             amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the
                                                                                                                                                             real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of
                                                                                                                                                             the Mortgage Loan (or Whole Loan, as applicable).

         

        No
        Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release
        of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
        other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.
	 	provisions
                                                                                                                stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or
                                                                                                                any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to
                                                                                                                pay down the principal balance of the Mortgage Loan or Whole Loans, as applicable, in an amount not less than the amount
                                                                                                                required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the
                                                                                                                restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the
                                                                                                                Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of
                                                                                                                the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property
                                                                                                                that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with
                                                                                                                the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan, as
                                                                                                                applicable. If such provisions are found, it will be a Test pass.
	 
	28d	Review
                                                                                                    the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property
                                                                                                    or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a
                                                                                                    portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other
                                                                                                    requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	29.
    Financial Reporting and Rent Rolls. Each Mortgage	29a	Review
    the Mortgage Loan Documents for	Mortgage
    Loan Documents


 




     Exhibit QQ-B-29


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	requires
the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual
operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
more than 5% of the in-place base rent and annual financial statements.
	 	provisions
                                                                                                                that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
                                                                                                                properties) and annual operating statements. If such provisions are found, it will be a Test pass.
	 
	29b	Review
the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with
quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the
in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	30. Acts
                                                                                                                                                 of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk
                                                                                                                                                 insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
                                                                                                                                                 specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
                                                                                                                                                 Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015
                                                                                                                                                 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a
                                                                                                                                                 separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special-form all-risk insurance
                                                                                                                                                 policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the
                                                                                                                                                 date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date,
                                                                                                                                                 specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by
                                                                                                                                                 a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive
                                                                                                                                                 or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto
                                                                                                                                                 except to the extent that any right to require such coverage may be limited by commercial availability on commercially
                                                                                                                                                 reasonable terms, or as otherwise
	30a	Review
                                                                                                    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
                                                                                                    insurance coverage review document for an indication that the special-form all-risk insurance policy and business
                                                                                                    interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of
                                                                                                    terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged
                                                                                                    Property. If such an indication is found, it will be a Test pass.
	Mortgage
    Loan Documents; Insurance coverage review document
	30b	Review
                                                                                                    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business
                                                                                                    interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related
                                                                                                    Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test
                                                                                                    pass.
	Mortgage
    Loan Documents; Insurance Policy
	 

        30c
	Review
                                                                                                    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring
	Mortgage
    Loan Documents


 




     Exhibit QQ-B-30


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	indicated
                                                                                                                                                 on Schedule C of the related Mortgage Loan Purchase Agreement; provided, however, that if TRIA or a similar or subsequent
                                                                                                                                                 statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each
                                                                                                                                                 Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on
                                                                                                                                                 terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the
                                                                                                                                                 property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to
                                                                                                                                                 the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such
                                                                                                                                                 time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of
                                                                                                                                                 terrorism insurance available with funds equal to such amount.
	 	coverage
                                                                                                                for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except
                                                                                                                to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
                                                                                                                terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIA or
                                                                                                                a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the
                                                                                                                Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be
                                                                                                                required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in
                                                                                                                respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents
                                                                                                                (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
                                                                                                                loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to
                                                                                                                purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not
                                                                                                                found, it will be a Test pass.
	 
	31. Due
                                                                                                                                                 on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due
                                                                                                                                                 on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage
                                                                                                                                                 Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld)
                                                                                                                                                 and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the
                                                                                                                                                 lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property
	31a	Review
                                                                                                    the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the
                                                                                                    unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and
                                                                                                    warranty 31. If such provisions are found, it will be a Test pass.
	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency	Mortgage
    Loan Documents


 




     Exhibit QQ-B-31


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	comparable
                                                                                                                                                 to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures,
                                                                                                                                                 or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in
                                                                                                                                                 accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the
                                                                                                                                                 related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate
                                                                                                                                                 planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the
                                                                                                                                                 related Loan Documents, (iii) Transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv)
                                                                                                                                                 Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Loan
                                                                                                                                                 Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified
                                                                                                                                                 equityholder, (v) Transfers of stock or similar equity units in publicly traded companies, (vi) a substitution or release of
                                                                                                                                                 collateral within the parameters of representations and warranties 27 and 32 herein or the exceptions thereto set forth in
                                                                                                                                                 Exhibit C of the related Mortgage Loan Purchase Agreement, or (vii) by reason of any mezzanine debt that existed at the
                                                                                                                                                 origination of the related Mortgage Loan as set forth on Schedule B-1 to Exhibit B of the related Mortgage Loan Purchase
                                                                                                                                                 Agreement, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the related Mortgage
                                                                                                                                                 Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security
                                                                                                                                                 interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at
                                                                                                                                                 origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed
                                                                                                                                                 Mortgage Loan as set forth on Schedule B-3 to Exhibit B of the related Mortgage Loan Purchase Agreement or (iv) Permitted
                                                                                                                                                 Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in
                                                                                                                                                 connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along
                                                                                                                                                 with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
	 	fees
                                                                                                                are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for
                                                                                                                such payment along with all other reasonable fees and expenses incurred by the lender relative to such transfer or
                                                                                                                encumbrance. If such provisions are found, it will be a Test pass.
	 
	 	 	 	 


 




     Exhibit QQ-B-32


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	32. Single-Purpose
                                                                                                                                                             Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan
                                                                                                                                                             is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan
                                                                                                                                                             with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity,
                                                                                                                                                             and each Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s
                                                                                                                                                             opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall
                                                                                                                                                             mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Stated
                                                                                                                                                             Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide
                                                                                                                                                             substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the
                                                                                                                                                             Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged
                                                                                                                                                             Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan
                                                                                                                                                             Documents, substantially to the effect that it does not have any assets other than those related to its interest in and
                                                                                                                                                             operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or
                                                                                                                                                             the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any
                                                                                                                                                             other person (other than a Mortgagor for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate
                                                                                                                                                             and apart from any other person or entity.
	32a	Review
                                                                                                                the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in
                                                                                                                representation and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it
                                                                                                                will be a Test pass.
	Mortgage
    Loan Documents
	32b	Review
                                                                                                    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Stated
                                                                                                    Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s
                                                                                                    organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it
                                                                                                    will be a Test pass.
	Mortgage
Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents

	32c	Review
                                                                                                    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Stated
                                                                                                    Principal Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of
                                                                                                    the Mortgagor. If such an opinion is found, it will be a Test pass.
	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	33.
Defeasance. With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
(i) the Loan Documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified
in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor
is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii)
of the Treasury Regulations, the revenues from which will, in the case of a full
	33	Review
                                                                                                    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
                                                                                                    Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions
                                                                                                    are found, it will be a Test pass.
	Mortgage
    Loan Documents


 




     Exhibit QQ-B-33


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Defeasance,
                                                                                                                                                 be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal
                                                                                                                                                 balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield
                                                                                                                                                 maintenance charge or prepayment premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding
                                                                                                                                                 on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield
                                                                                                                                                 maintenance charge or prepayment premium), and if the Mortgage Loan permits partial releases of real property in connection
                                                                                                                                                 with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on
                                                                                                                                                 a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for
                                                                                                                                                 the real property to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is
                                                                                                                                                 required to provide a certification from an independent certified public accountant that the collateral is sufficient to make
                                                                                                                                                 all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Mortgagor would continue to own
                                                                                                                                                 assets in addition to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is
                                                                                                                                                 required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is
                                                                                                                                                 required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to
                                                                                                                                                 any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with Defeasance (if
                                                                                                                                                 rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance,
                                                                                                                                                 including, but not limited to, accountant’s fees and opinions of counsel.
	 	 	 
	34. Fixed
                                                                                                                                     Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of
                                                                                                                                     such Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.
	34	Review
                                                                                                    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
                                                                                                    of such Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed. If such an
                                                                                                    indication is found, it will be a Test pass.
	Mortgage
    Loan Documents
	35.
    Ground Leases. For purposes of these representations and	35a	Review
    the appraisal to determine if the	Appraisal;
    Title Policy; Mortgage Loan Documents


 




     Exhibit QQ-B-34


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	warranties,
                                                                                                                                                             a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as
                                                                                                                                                             the ground lessor conveys for a term or terms of years its entire interest in the land, or with respect to air rights leases,
                                                                                                                                                             the air, and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee
                                                                                                                                                             (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of
                                                                                                                                                             the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of
                                                                                                                                                             conferring a tax abatement or other benefit.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in
        part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property,
        based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the
        Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that:

         

        (a)           The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that
        is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from
        the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use
        of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely
        affect the security provided by the related Mortgage;

         

        (b)           The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee,
	 	Mortgage
                                                                                                                Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the
                                                                                                                Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the
                                                                                                                lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through
                                                                                                                35q.
	 
	35b	Review
the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
for recordation. If such indication is found, it will be a Test pass.
	Title
    Policy; Mortgage Loan Documents
	35c	Review
                                                                                                    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of
                                                                                                    the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such
                                                                                                    lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such
                                                                                                    indication is found, it will be a Test pass.
	Ground
Lease; estoppel or other agreement received from ground lessor

	35d	Review
                                                                                                    the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or
                                                                                                    canceled or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage
                                                                                                    Loan Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in
                                                                                                    the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan
                                                                                                    Seller since the origination of the Mortgage loan except as reflected in any instruments including in the related Mortgage
                                                                                                    File. If such a provision is found and no indication is found, it will be a Test pass.
	Ground
Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor



 




     Exhibit QQ-B-35


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	without
                                                                                                                                                             the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the
                                                                                                                                                             origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage
                                                                                                                                                             File;

         

        (c)           The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all
        circumstances, may be exercised, and will be enforceable, by either Mortgagor or the mortgagee) that extends not less than 20
        years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (d)           The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a
        subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the
        Mortgaged Property is subject;

         

        (e)           The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder,
        and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and
        assigns without the consent of the lessor;

         

        (f)           The
        Mortgage Loan Seller has not received any written notice of material default under or notice
	35e	Review
                                                                                                                the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an
                                                                                                                original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
                                                                                                                and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
                                                                                                                of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated
                                                                                                                maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an
                                                                                                                indication is found, it will be a Test pass.
	Ground
Lease; estoppel or other agreement received from ground lessor

	35f	Review
                                                                                                    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
                                                                                                    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted
                                                                                                    Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the
                                                                                                    lessor’s fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test
                                                                                                    pass.
	Title
    Policy; SNDA
	35g	Review
                                                                                                    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease
                                                                                                    does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to
                                                                                                    the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such
                                                                                                    indication is found, it will be a Test pass.
	Ground
    Lease; estoppel
	35h	Review
                                                                                                    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the
                                                                                                    Mortgage
	Ground
    Lease


 




     Exhibit QQ-B-36


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	of
                                                                                                                                                             termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such
                                                                                                                                                             Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under
                                                                                                                                                             the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and
                                                                                                                                                             effect as of the Closing Date;

         

        (g)           The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

         

        (h)           A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)            The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with loans originated for securitization;

         

        (j)            Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
        total loss or
	 	Loan
                                                                                                                and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test
                                                                                                                pass.
	 
	35i	Review
the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or
notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices
	35j	Review
                                                                                                    the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under
                                                                                                    such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
                                                                                                    under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices
	35k	Review
                                                                                                    the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full
                                                                                                    force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices
	35l	Review
                                                                                                    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to
                                                                                                    give to the lender written notice of any default, and provide that no notice of default or termination is effective against
                                                                                                    the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.
	Ground
    Lease; ancillary agreement
	35m	Review
                                                                                                    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including,
                                                                                                    where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal
                                                                                                    proceedings) to cure any default under the Ground Lease which is curable after the
	Ground
    Lease and Related Documents


 




     Exhibit QQ-B-37


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	taking
                                                                                                                                                             as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related
                                                                                                                                                             Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan
                                                                                                                                                             Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or
                                                                                                                                                             restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any
                                                                                                                                                             accrued interest;

         

        (k)           In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

         

        (l)            Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new
        lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a
        bankruptcy proceeding.
	 	lender’s
                                                                                                                receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a
                                                                                                                Test pass.
	 
	35n	Review
                                                                                                    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans
                                                                                                    originated for securitization. If no such provisions are found, it will be a Test pass.
	Ground
    Lease
	35o	Review
                                                                                                    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the
                                                                                                    Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award
                                                                                                    allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in
                                                                                                    respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair
                                                                                                    or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the
                                                                                                    threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right
                                                                                                    to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal
                                                                                                    balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test
                                                                                                    pass.
	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	35p	Review
                                                                                                    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an
                                                                                                    indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an
                                                                                                    estoppel or other agreement and the related Mortgage (taken together), any related insurance
	Ground
Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents



 




     Exhibit QQ-B-38


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	proceeds,
                                                                                                                or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially
                                                                                                                total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the
                                                                                                                payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication
                                                                                                                is found, it will be a Test pass.
	 
	35q	Review
                                                                                                    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the
                                                                                                    ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason,
                                                                                                    including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test
                                                                                                    pass.
	Ground
    Lease
	36. Servicing.
                                                                                                                                     The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all
                                                                                                                                     respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan
                                                                                                                                     programs.
	36	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
                                                                                                    collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects
                                                                                                    legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a
                                                                                                    notation or other indication is not found, it will be a Test pass.
	MS
    Servicer Notices
	37. Origination
                                                                                                                                     and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan
                                                                                                                                     Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of
                                                                                                                                     the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was
                                                                                                                                     exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that
                                                                                                                                     such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law
                                                                                                                                     otherwise covered in Exhibit C to the related
	37	Review
                                                                                                    the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related
                                                                                                    originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all
                                                                                                    material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply
                                                                                                    in all material respects with, or was exempt from, all requirements of federal, state or local law
	MS
Servicer Notices; Mortgage Loan Purchase Agreement



 




     Exhibit QQ-B-39


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgage
    Loan Purchase Agreement.	 	relating
                                                                                                                to the origination of such Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover
                                                                                                                any matters with respect to federal, state or local law otherwise covered in Exhibit C to the Mortgage Loan Purchase
                                                                                                                Agreement. If no such notation is found, it will be a Test pass.
	 
	38. No
                                                                                                                                                 Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to
                                                                                                                                                 any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more
                                                                                                                                                 than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To
                                                                                                                                                 the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration
                                                                                                                                                 existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the
                                                                                                                                                 passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach,
                                                                                                                                                 violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause
                                                                                                                                                 (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the
                                                                                                                                                 related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach,
                                                                                                                                                 violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other
                                                                                                                                                 representation and warranty made by the Mortgage Loan Seller in Exhibit C to the related Mortgage Loan Purchase Agreement. No
                                                                                                                                                 person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any
                                                                                                                                                 indebtedness under the Loan Documents.
	38a	Review
                                                                                                    the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any
                                                                                                    grace or cure period, in making required payments as of the Closing Date, or (ii) the Mortgage Loan was delinquent beyond any
                                                                                                    applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.
	MS
    Servicer Notices
	38b	Review
                                                                                                    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach,
                                                                                                    violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not
                                                                                                    yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would
                                                                                                    constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of
                                                                                                    acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan
                                                                                                    or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test
                                                                                                    pass.
	MS
    Servicer Notices
	39. Bankruptcy.
                                                                                                                                     As of the date of origination of the related Mortgage Loan, and to the Mortgage Loan Seller’s knowledge, as of the
                                                                                                                                     Cut-off Date, no related Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or
                                                                                                                                     federal bankruptcy, insolvency or similar proceeding.
	39	Review
                                                                                                    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant
                                                                                                    occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no
                                                                                                    such
	Lexis/Nexis
    (or comparable) search; MS Servicer Notices


 




     Exhibit QQ-B-40


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	indication
or notation is found, it will be a Test pass.
	 
	40. Organization
                                                                                                                                                 of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the
                                                                                                                                                 Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an
                                                                                                                                                 entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of
                                                                                                                                                 Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an Affiliate of
                                                                                                                                                 another Mortgagor under another Mortgage Loan. An “Affiliate” for purposes of this representation and
                                                                                                                                                 warranty 40 means, a Mortgagor that is under direct or indirect common ownership and control with another
                                                                                                                                                 Mortgagor.
	40a	Review
                                                                                                    the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an
                                                                                                    entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of
                                                                                                    Puerto Rico. If such indication is found, it will be a Test pass.
	Organizational
    Documents of the Mortgagor
	40b	Review
                                                                                                    the MS Servicer Notices to determine if there is any indication that, except with respect to any Mortgage Loan that is a
                                                                                                    cross-collateralized and Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor
                                                                                                    under another Mortgage Loan. If such an indication is found, it will be a Test pass.
	MS
    Servicer Notices; Prospectus
	41. Environmental
                                                                                                                                                 Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
                                                                                                                                                 and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an
                                                                                                                                                 “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such
                                                                                                                                                 Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA
                                                                                                                                                 either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or
                                                                                                                                                 its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for
                                                                                                                                                 further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an
                                                                                                                                                 Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following
                                                                                                                                                 statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the
                                                                                                                                                 estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been
                                                                                                                                                 escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental
	41a	Review
any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a
reputable environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous
ESA prepared). If such an indication is found, it will be a Test pass.
	ESA
	41b	Review
the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged
Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such
indication is found, it will be a Test pass.
	ESA
	41c	Review
                                                                                                    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related
                                                                                                    Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was
                                                                                                    identified.
	ESA;
    Escrow Statements; Mortgage Loan Documents


 




     Exhibit QQ-B-41


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Condition
                                                                                                                                                             relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water,
                                                                                                                                                             and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been
                                                                                                                                                             required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the
                                                                                                                                                             Environmental Condition identified in the related environmental report was remediated or abated in all material respects
                                                                                                                                                             prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable
                                                                                                                                                             governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise
                                                                                                                                                             listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no
                                                                                                                                                             further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that
                                                                                                                                                             covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by
                                                                                                                                                             Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the
                                                                                                                                                             Mortgagor was identified as the responsible party for such Environmental Condition and such responsible party has financial
                                                                                                                                                             resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having
                                                                                                                                                             financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage
                                                                                                                                                             Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined
                                                                                                                                                             in ASTM E1527-05 or its successor) at the related Mortgaged Property.
	 	If
such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts
indications are found, it will be a Test pass.
	 
	 	1.
                                                                                                    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be
                                                                                                    sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the
                                                                                                    environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.
	Escrow
    statements
	 	2.
                                                                                                    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing
                                                                                                    materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the
                                                                                                    institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance
                                                                                                    plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to
                                                                                                    mitigate the identified risk.
	ESA;
    Mortgage Loan Documents
	 	3.
                                                                                                    Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable
                                                                                                    environmental consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in
                                                                                                    all material respects prior to the Cut-off Date.
	No
further action or closure letter regarding Environmental Condition

	 	4.
                                                                                                    Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
                                                                                                    legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no
                                                                                                    less than A- (or the equivalent) by Moody’s Investors
	Insurance
    coverage review documents


 




     Exhibit QQ-B-42


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	Service,
Inc., S&P Global Ratings and/or Fitch Ratings, Inc.
	 
	 	5.
                                                                                                    Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the
                                                                                                    responsible party for the Environmental Condition and such responsible party has financial resources considered by the
                                                                                                    Mortgage Loan Seller to be adequate to address the situation.
	Mortgage
    Loan Documents
	 	6.
Review the Mortgage Loan Documents for an indication that a party related to the Mortgagor having financial resources estimated
by the Mortgage Loan Seller to be adequate to address the situation is required to take action.
	Mortgage
    Loan Documents
	41d	Review
                                                                                                    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the
                                                                                                    Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test
                                                                                                    pass.
	MS
    Servicer Notices; ESA
	42.
Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months
of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is
either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals
in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter
that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted
by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or
indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation is not
affected by the approval or disapproval of the Mortgage Loan.
	42a	Review
                                                                                                    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months of the
                                                                                                    Closing Date. If so determined, it will be a Test pass.
	Appraisal
	42b	Review
                                                                                                    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
                                                                                                    appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of
                                                                                                    the Mortgaged Property. If so determined, it will be a Test pass.
	Appraisal
	42c	Review
                                                                                                    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
                                                                                                    and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that
                                                                                                    the appraiser’s compensation
	Appraisal


 




     Exhibit QQ-B-43


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	is
not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.
	 
	42d	Review
                                                                                                    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the
                                                                                                    requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards
                                                                                                    Board of the Appraisal Foundation. If so determined, it will be a Test pass.
	Appraisal
	43. Mortgage
                                                                                                                                                 Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached
                                                                                                                                                 as Exhibit A to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the
                                                                                                                                                 Cut-off Date and contains all information required by the PSA to be contained therein.
	43a	Review
                                                                                                    the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the
                                                                                                    corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary
                                                                                                    report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test
                                                                                                    pass.
	Mortgage
                                                                                                    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary
                                                                                                    report

	43b	Compare
                                                                                                    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no
                                                                                                    discrepancies, it will be a Test pass.
	Mortgage
    Loan Schedule; PSA
	44. Cross-Collateralization.
                                                                                                                                     No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except (i) with
                                                                                                                                     respect to any Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part of such Whole Loan and (ii)
                                                                                                                                     with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and
                                                                                                                                     cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part.
	44	Review
                                                                                                    the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other
                                                                                                    Mortgage Loan that is outside the Mortgage Pool, except (i) with respect to any Mortgage Loan that is part of a Whole Loan,
                                                                                                    any other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan
                                                                                                    that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan
                                                                                                    of which such Mortgage Loan is a part. If not so determined, it will be a Test pass.
	Mortgage
    Loan Documents
	45.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the	45a	Review
    the MS Servicer Notices for a notation or other indication that an	MS
    Servicer Notices


 




     Exhibit QQ-B-44


     


    

 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgage
                                                                                                                                                             Loan Seller to the related Mortgagor other than in accordance with the Loan Documents, and, to the Mortgage Loan
                                                                                                                                                             Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for,
                                                                                                                                                             or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of
                                                                                                                                                             example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or
                                                                                                                                                             contemplated under the related lease or Loan Documents). Neither the Mortgage Loan Seller nor any affiliate thereof has any
                                                                                                                                                             obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior
                                                                                                                                                             to the date hereof.
	 	advancement
                                                                                                                of funds after origination had been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with
                                                                                                                the Mortgage Loan Documents, or that funds have been received from any person other than the related Mortgagor or an
                                                                                                                Affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan
                                                                                                                Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender
                                                                                                                controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents). If such a notation or
                                                                                                                other indication is not found, it will be a Test pass.
	 
	45b	Review
                                                                                                    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
                                                                                                    contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so
                                                                                                    determined, it will be a Test pass.
	Mortgage
    Loan Documents
	46. Compliance
                                                                                                                                     with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all
                                                                                                                                     applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect
                                                                                                                                     to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the
                                                                                                                                     Mortgage Loan.
	46	Review
                                                                                                    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
                                                                                                    comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
                                                                                                    without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan, the failure to comply
                                                                                                    with which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it
                                                                                                    will be a Test pass.
	MS
    Servicer Notices


 



     Exhibit QQ-B-45


     


    



 


EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2017-C7


 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 2017-C7



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement dated as of October
1, 2017 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of the [Asset Representations
Reviewer][Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






    Exhibit RR-1


     

    

 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated: _______


 


[J.P. Morgan Chase Commercial
Mortgage Securities Corp.,


as Depositor]*


 


 


	By:	 	 
	 	[Name]	 
	 	[Title]	 



 





 



 


* Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.




 





    Exhibit RR-2


     

    

 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF 

DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head

Telecopy number:  1-888-706-3565

Email:  NoticeAdmin@midlandls.com	 	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention:  JPMDB 2017-C7 Transaction Manager

With a copy sent via email to:  notices@pentalphasurveillance.com (with JPMDB 2017-C7 in the subject line)
	 	 	 


		Attention:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 2017-C7



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		5.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		6.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		7.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit SS-1


     

    

  


	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




    Exhibit SS-2


     

    

 


EXHIBIT TT


 


CERTIFICATE ADMINISTRATOR RECEIPT OF
THE RISK RETENTION CERTIFICATES


 


October 31, 2017


 


	
        J.P. Morgan Chase Commercial Mortgage Securities Corp.

        383 Madison Avenue

        31st Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        E-mail: kunal.k.singh@jpmorgan.com
	 	
        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Tom Cassino

        E-mail: thomas.cassino@jpmorgan.com

         

	 	 	 
	[RETAINING PARTY]	 	 


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage
Pass-Through Certificates, Series 2017-C7



 


In accordance with Section
5.02(e) of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt of $[_] of the Class [_] Certificates (CUSIP No. [_]) in the form of Definitive Certificates,
for the benefit of [NAME OF RETAINING PARTY][FOR THIRD PARTY PURCHASER ONLY:, the initial Third Party Purchaser]. A copy of such
Certificates is attached as Exhibit A-1.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit TT-1


     

    

 


Exhibit A-1


 




    Exhibit TT-2


     

    

 


EXHIBIT UU-1


 


FORM FOR EXERCISING VOTING RIGHTS FOR


NON-BORROWER PARTY


 


[Date]


 


Wells Fargo
Bank, National Association


9062 Old
Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017
(the “Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, and Pentalpha Surveillance LLC as Operating Advisor and Asset Representations
Reviewer, 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 Prospectus.


 


3.             The
undersigned is not a Borrower Party.


 


4.             The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 






    Exhibit UU-1-1


     

    

 


5.             FOR
PURPOSES OF REMOVING THE SPECIAL SERVICER DUE TO A RECOMMENDATION BY THE OPERATING ADVISOR PLEASE CHECK ONE OF THE FOLLOWING:


 


 ___ The undersigned is not an affiliate of any other Certificateholder.




 


 ___ The undersigned is an affiliate of any other Certificateholder.




 


6.             The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
Owner]



  





	 	By:	 


  


		Name:	 



 


		Title: 	 



 


		Company: 	 








	 	Phone:	 


  




    Exhibit UU-1-2


     

    

 


EXHIBIT UU-2


 


FORM FOR EXERCISING VOTING RIGHTS FOR
BORROWER PARTY


 


[Date]


 


Wells Fargo
Bank, National Association


9062 Old
Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017
(the “Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, and Pentalpha Surveillance LLC as Operating Advisor and Asset Representations Reviewer,
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 Prospectus.


 


3.             The
undersigned is a Borrower Party.


 


4.             The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an affiliate ethical wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 






    Exhibit UU-2-1


     

    

 


		___	The undersigned is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


		___	The undersigned is the Special Servicer and is a Borrower Party with respect to the following Excluded
Special Servicer Loans:



 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


5.             FOR
PURPOSES OF REMOVING THE SPECIAL SERVICER DUE TO A RECOMMENDATION BY THE OPERATING ADVISOR: PLEASE CHECK ONE OF THE FOLLOWING:


 


___ The undersigned is not an affiliate
of any other Certificateholder.


 


___ The undersigned is an affiliate
of any other Certificateholder.


 


6.             The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit UU-2-2


     

    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 








	 	[Certificateholder][Beneficial
Owner]



  





	 	By:	 


  


		Name:	 



 


		Title: 	 



 


		Company: 	 





  


		Re:	Phone: 



 


[TO COME]


 




    Exhibit UU-2-3


     

    

 


EXHIBIT VV


 


FORM OF CERTIFICATION OF THE RISK RETENTION
CONSULTATION PARTY


 


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

        10851 Mastin Street, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Reference: JPMDB 2017-C7

         

        J.P. Morgan Chase Commercial Mortgage Securities Corp.

        383 Madison Avenue,
31st Floor

        New York, New York
10179

        Attention: Kunal K. Singh

         
	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – JPMDB 2017-C7

        (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com)

         

        Wells Fargo Bank, National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: CTS – Certificate Transfers (CMBS) – JPMDB 2017-C7



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through
Certificates, Series 2017-C7



 


In accordance with
Section 6.09(c) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as a Risk Retention Consultation Party.


 


2.       [For
use with any party other than the initial Risk Retention Consultation Party]The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 






    Exhibit VV-1


     

    

 





	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


                             cc: J.P. Morgan Chase Commercial Mortgage
Securities Corp.


 




    Exhibit VV-2


     

    

 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt


 


	1.	Moffett Place Building 4






	2.	U-Haul SAC Portfolios 14, 15, 17






	3.	Station Place III






	4.	Treeview Industrial Portfolio






	5.	AHIP Northeast Portfolio I






	6.	First Stamford Place






	7.	521-523 East 72nd Street






	8.	Gateway Net Lease Portfolio






	9.	Starwood Capital Group Hotel Portfolio






	10.	General Motors Building






	11.	IRG Portfolio






	12.	245 Park Avenue






	13.	Walgreens Witkoff Portfolio






	14.	Capital Centers II & III






	15.	Lightstone Portfolio






	16.	Torre Plaza






	17.	Covance Business Center






	18.	Mural Lofts






	19.	EIP Logistics Portfolio



 




    Schedule 1-1


     

    

 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance Schedule


 


	Distribution
                           Date
	 	Balance($) 


	 	Distribution
                           Date 
	 	Balance($) 



	11/15/2017	 	47,404,000.00	 	 	9/15/2022	 	47,404,000.00	 
	12/15/2017	 	47,404,000.00	 	 	10/15/2022	 	47,403,651.60	 
	1/15/2018	 	47,404,000.00	 	 	11/15/2022	 	46,656,906.73	 
	2/15/2018	 	47,404,000.00	 	 	12/15/2022	 	45,850,842.87	 
	3/15/2018	 	47,404,000.00	 	 	1/15/2023	 	45,098,282.13	 
	4/15/2018	 	47,404,000.00	 	 	2/15/2023	 	44,342,904.96	 
	5/15/2018	 	47,404,000.00	 	 	3/15/2023	 	43,415,965.56	 
	6/15/2018	 	47,404,000.00	 	 	4/15/2023	 	42,654,277.34	 
	7/15/2018	 	47,404,000.00	 	 	5/15/2023	 	41,833,697.43	 
	8/15/2018	 	47,404,000.00	 	 	6/15/2023	 	41,066,081.81	 
	9/15/2018	 	47,404,000.00	 	 	7/15/2023	 	40,239,744.03	 
	10/15/2018	 	47,404,000.00	 	 	8/15/2023	 	39,466,156.83	 
	11/15/2018	 	47,404,000.00	 	 	9/15/2023	 	38,689,673.62	 
	12/15/2018	 	47,404,000.00	 	 	10/15/2023	 	37,817,605.09	 
	1/15/2019	 	47,404,000.00	 	 	11/15/2023	 	37,002,163.18	 
	2/15/2019	 	47,404,000.00	 	 	12/15/2023	 	36,123,935.42	 
	3/15/2019	 	47,404,000.00	 	 	1/15/2024	 	35,302,105.48	 
	4/15/2019	 	47,404,000.00	 	 	2/15/2024	 	34,477,178.50	 
	5/15/2019	 	47,404,000.00	 	 	3/15/2024	 	33,530,330.67	 
	6/15/2019	 	47,404,000.00	 	 	4/15/2024	 	32,698,714.66	 
	7/15/2019	 	47,404,000.00	 	 	5/15/2024	 	31,804,774.87	 
	8/15/2019	 	47,404,000.00	 	 	6/15/2024	 	30,966,649.27	 
	9/15/2019	 	47,404,000.00	 	 	7/15/2024	 	30,066,670.48	 
	10/15/2019	 	47,404,000.00	 	 	8/15/2024	 	29,241,294.98	 
	11/15/2019	 	47,404,000.00	 	 	9/15/2024	 	28,412,807.47	 
	12/15/2019	 	47,404,000.00	 	 	10/15/2024	 	27,523,983.92	 
	1/15/2020	 	47,404,000.00	 	 	11/15/2024	 	26,689,015.28	 
	2/15/2020	 	47,404,000.00	 	 	12/15/2024	 	25,793,895.72	 
	3/15/2020	 	47,404,000.00	 	 	1/15/2025	 	24,952,397.18	 
	4/15/2020	 	47,404,000.00	 	 	2/15/2025	 	24,107,725.14	 
	5/15/2020	 	47,404,000.00	 	 	3/15/2025	 	23,089,803.18	 
	6/15/2020	 	47,404,000.00	 	 	4/15/2025	 	22,238,089.26	 
	7/15/2020	 	47,404,000.00	 	 	5/15/2025	 	21,326,702.75	 
	8/15/2020	 	47,404,000.00	 	 	6/15/2025	 	20,468,332.94	 
	9/15/2020	 	47,404,000.00	 	 	7/15/2025	 	19,550,480.67	 
	10/15/2020	 	47,404,000.00	 	 	8/15/2025	 	18,685,404.89	 
	11/15/2020	 	47,404,000.00	 	 	9/15/2025	 	17,817,065.63	 
	12/15/2020	 	47,404,000.00	 	 	10/15/2025	 	16,889,528.71	 
	1/15/2021	 	47,404,000.00	 	 	11/15/2025	 	16,014,408.51	 
	2/15/2021	 	47,404,000.00	 	 	12/15/2025	 	15,080,284.34	 
	3/15/2021	 	47,404,000.00	 	 	1/15/2026	 	14,198,332.19	 
	4/15/2021	 	47,404,000.00	 	 	2/15/2026	 	13,313,052.16	 
	5/15/2021	 	47,404,000.00	 	 	3/15/2026	 	12,258,312.03	 
	6/15/2021	 	47,404,000.00	 	 	4/15/2026	 	11,365,694.60	 
	7/15/2021	 	47,404,000.00	 	 	5/15/2026	 	10,414,572.98	 
	8/15/2021	 	47,404,000.00	 	 	6/15/2026	 	9,514,991.88	 
	9/15/2021	 	47,404,000.00	 	 	7/15/2026	 	8,557,105.49	 
	10/15/2021	 	47,404,000.00	 	 	8/15/2026	 	7,650,508.29	 
	11/15/2021	 	47,404,000.00	 	 	9/15/2026	 	6,740,489.12	 
	12/15/2021	 	47,404,000.00	 	 	10/15/2026	 	5,772,462.82	 
	1/15/2022	 	47,404,000.00	 	 	11/15/2026	 	4,855,349.02	 
	2/15/2022	 	47,404,000.00	 	 	12/15/2026	 	3,880,430.74	 
	3/15/2022	 	47,404,000.00	 	 	1/15/2027	 	2,956,168.92	 
	4/15/2022	 	47,404,000.00	 	 	2/15/2027	 	2,028,417.66	 
	5/15/2022	 	47,404,000.00	 	 	3/15/2027 	 	935,169.97	 
	6/15/2022	 	47,404,000.00	 	 	4/15/2027 and thereafter	 	0.00      	 
	7/15/2022	 	47,404,000.00	 	 	 	 	 	 
	8/15/2022	 	47,404,000.00	 	 	 	 	 	 





 






    Schedule 2-1


     

    

 


SCHEDULE 3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves EXCEEDING 10% OF THE
STATED PRINCIPAL BALANCE OF THE MORTGAGE POOL AS OF THE CUT-OFF DATE


 


	Loan No.	Loan Name	Reserve Type	Reserve Amount
	10	General Motors Building	Free Rent Reserve	$161,161,013



 






    Schedule 3-1