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


 


RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


Pentalpha
Surveillance LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


June 1, 2017


 


JPMCC Commercial Mortgage Securities Trust 2017-JP6

Commercial Mortgage Pass-Through Certificates



Series 2017-JP6





	  



 



     


     


    


 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined Terms	 	5
	Section 1.02	Certain Calculations	 	124
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	125
	Section 2.02	Acceptance by Trustee	 	132
	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	 	137
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	153
	Section 2.05	Creation of the Grantor Trust	 	153
	 	 	 	 
	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	 	154
	Section 3.02	Collection of Mortgage Loan Payments	 	161
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	167
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	 	171
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	178
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	 	189
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	191
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	197
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	202
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	 	205
	Section 3.11	Servicing Compensation	 	207
	Section 3.12	Inspections; Collection of Financial Statements	 	215
	Section 3.13	Access to Certain Information	 	221



 






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	Section 3.14	Title to REO Property; REO Account	 	234
	Section 3.15	Management of REO Property	 	236
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	238
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	 	245
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	247
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	256
	Section 3.20	Sub-Servicing Agreements	 	263
	Section 3.21	Interest Reserve Account	 	267
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	267
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	268
	Section 3.24	Intercreditor Agreements	 	271
	Section 3.25	Rating Agency Confirmation	 	274
	Section 3.26	The Operating Advisor	 	276
	Section 3.27	Companion Paying Agent	 	283
	Section 3.28	Companion Register	 	283
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	284
	Section 3.30	[Reserved]	 	285
	Section 3.31	[Reserved]	 	285
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	 	286
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	286
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	287
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	297
	Section 4.03	P&I Advances	 	304
	Section 4.04	Allocation of Realized Losses	 	307
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	308
	Section 4.06	Grantor Trust Reporting	 	312
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	313
	Section 4.08	Secure Data Room	 	316
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The Certificates	 	317
	Section 5.02	Form and Registration	 	318
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	321
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	330



 






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	Section 5.05	Persons Deemed Owners	 	331
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	331
	Section 5.07	Maintenance of Office or Agency	 	332
	Section 5.08	Appointment of Certificate Administrator	 	332
	Section 5.09	[Reserved]	 	333
	Section 5.10	Voting Procedures	 	333
	 	 	 	 
	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	 	334
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	340
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	341
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	343
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	 	348
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	348
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	 	349
	Section 6.08	The Directing Certificateholder	 	349
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	356
	Section 7.02	Trustee to Act; Appointment of Successor	 	364
	Section 7.03	Notification to Certificateholders	 	366
	Section 7.04	Waiver of Servicer Termination Events	 	367
	Section 7.05	Trustee as Maker of Advances	 	367
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	368



 






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	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	369
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	371
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	372
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	372
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	374
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	375
	Section 8.08	Successor Trustee or Certificate Administrator	 	377
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	378
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	378
	Section 8.11	Appointment of Custodians	 	379
	Section 8.12	Representations and Warranties of the Trustee	 	380
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	381
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	381
	Section 8.15	Compliance with the PATRIOT Act	 	382
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	383
	Section 9.02	Additional Termination Requirements	 	386
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 
	Section 10.01	REMIC Administration	 	387
	Section 10.02	Use of Agents	 	391
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with	 	 
	 	Certificate Administrator	 	391
	Section 10.04	Appointment of REMIC Administrators	 	391
	 	 	 	 
	


 ARTICLE XI



	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	 	392
	Section 11.02	Succession; Subcontractors	 	393
	Section 11.03	Filing Obligations	 	395
	Section 11.04	Form 10-D and Form ABS-EE Filings	 	396
	Section 11.05	Form 10-K Filings	 	400
	Section 11.06	Sarbanes-Oxley Certification	 	403
	Section 11.07	Form 8-K Filings	 	404
	Section 11.08	Form 15 Filing	 	406



 






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	Section 11.09	Annual Compliance Statements	 	406
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	408
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	410
	Section 11.12	Indemnification	 	411
	Section 11.13	Amendments	 	414
	Section 11.14	Regulation AB Notices	 	414
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	414
	Section 11.16	Certain Matters Regarding Significant Obligors	 	419
	Section 11.17	Impact of Cure Period	 	420
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 	 
	Section 12.01	Asset Review	 	420
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	426
	Section 12.03	Resignation of the Asset Representations Reviewer	 	428
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	428
	Section 12.05	Termination of the Asset Representations Reviewer	 	428
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 13.01	Amendment	 	431
	Section 13.02	Recordation of Agreement; Counterparts	 	436
	Section 13.03	Limitation on Rights of Certificateholders	 	436
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	437
	Section 13.05	Notices	 	438
	Section 13.06	Severability of Provisions	 	443
	Section 13.07	Grant of a Security Interest	 	443
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	444
	Section 13.09	Article and Section Headings	 	444
	Section 13.10	Notices to the Rating Agencies	 	444
	Section 13.11	PNC Bank, National Association	 	446


 






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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 A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class D Certificate
	Exhibit A-13	Form of Class E-RR Certificate
	Exhibit A-14	Form of Class F-RR Certificate
	Exhibit A-15	Form of Class G-RR Certificate
	Exhibit A-16	Form of Class NR-RR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit A-18	Form of Class Z 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 Risk Retention Certificates
	Exhibit D-4	Form of Transferor Certificate for Transfers of Risk Retention Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R 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



 






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	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-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney – Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	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



 






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	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	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
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With Escrows or Reserves Exceeding, In The Aggregate, 10% of their Respective Initial Principal Balances


 




    -viii- 


     


    


 


This Pooling and Servicing Agreement
is dated and effective as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


In addition, the parties intend
that the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets shall be treated as a trust the
beneficiaries of which are treated as the owners under subpart E, part I of subchapter J of the Code for federal income tax purposes
(the “Grantor Trust”). Solely for tax purposes, the Class Z Certificates shall represent undivided beneficial
interests in 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 Purchaser.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC will hold
the Mortgage Loans (exclusive of 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 and Class LNR-RR 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.


 






    	-1- 



     


    

 


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


	 	 	 	 	 	 	 
	Class
Designation
	 	Interest Rate	 	Original
Lower-Tier Principal Amount

	Class LA1	 	(1)	 	$	26,228,000	 
	Class LA2	 	(1)	 	$	123,971,000	 
	Class LA3	 	(1)	 	$	86,731,000	 
	Class LA4	 	(1)	 	$	80,000,000	 
	Class LA5	 	(1)	 	$	200,074,000	 
	Class LASB	 	(1)	 	$	33,632,000	 
	Class LAS	 	(1)	 	$	76,695,000	 
	Class LB	 	(1)	 	$	34,415,000	 
	Class LC	 	(1)	 	$	34,415,000	 
	Class LD	 	(1)	 	$	9,832,000	 
	Class LE-RR	 	(1)	 	$	29,499,000	 
	Class LF-RR	 	(1)	 	$	16,715,000	 
	Class LG-RR	 	(1)	 	$	7,867,000	 
	Class LNR-RR	 	(1)	 	$	26,548,166	 
	Class LR	 	None(2)	 	 	None	 



 


 



		(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 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, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates,
each of which represents a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also
will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by 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


 






    	-2- 



     


    

 


THE GRANTOR TRUST


 


The Class Z Certificates
shall represent an undivided beneficial interest in the Grantor Trust, which consists of the Class Z Specific Grantor Trust
Assets. As provided herein, the Certificate Administrator shall not take any actions to cause the portion of the Trust Fund consisting
of 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.


 


THE 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”) or Notional Amount (the “Original Notional Amount”),
as applicable, for each Class of Certificates:


 


	Corresponding
Certificates
	 	Initial
Pass-

Through Rate
	 	Original
Certificate Balance 

or Notional Amount

	Class A-1 Certificates	 	1.9306%	 	$	26,228,000	 
	Class A-2 Certificates	 	3.0500%	 	$	123,971,000	 
	Class A-3 Certificates	 	3.1085%	 	$	86,731,000	 
	Class A-4 Certificates	 	3.2238%	 	$	80,000,000	 
	Class A-5 Certificates	 	3.4898%	 	$	200,074,000	 
	Class A-SB Certificates	 	3.2829%	 	$	33,632,000	 
	Class X-A Certificates	 	1.3322%(1)	 	$	627,331,000	(2)
	Class X-B Certificates	 	0.7036%(1)	 	$	68,830,000	(2)
	Class A-S Certificates	 	3.7438%	 	$	76,695,000	 
	Class B Certificates	 	3.9461%	 	$	34,415,000	 
	Class C Certificates	 	3.8533%	 	$	34,415,000	 
	Class D Certificates	 	4.6033%	 	$	9,832,000	 
	Class E-RR Certificates	 	4.6033%	 	$	29,499,000	 
	Class F-RR Certificates	 	4.6033%	 	$	16,715,000	 
	Class G-RR Certificates	 	4.6033%	 	$	7,867,000	 
	Class NR-RR Certificates	 	4.6033%	 	$	26,548,166	 
	Class R Certificates	 	None(3)	 	 	N/A	 
	Class Z Certificates(4)	 	None(4)	 	 	N/A	 



 


 



		(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”.



 


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



 






    	-3- 



     


    

 


		(3)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or
                                         a Notional Amount, and will not bear interest or be entitled to distributions of Prepayment
                                         Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier
                                         REMIC Distribution Account after all required distributions under this Agreement have
                                         been made to each Class of Regular Certificates will be deemed distributed to the Class
                                         UR Interest and shall be payable to the Holders of the Class R Certificates.



 


		(4)	The
                                         Class Z Certificates are issued by the Grantor Trust.



 


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 $786,622,167.


 


The 245 Park Avenue Pari Passu
Companion Loans, the 245 Park Avenue Subordinate Companion Loans, the 211 Main Street Pari Passu Companion Loans, the 211 Main
Street Subordinate Companion Loans, the 740 Madison Pari Passu Companion Loan, the Apex Fort Washington Pari Passu Companion Loans,
the Moffett Gateway Pari Passu Companion Loans, the Moffett Gateway Subordinate Companion Loan and any AB Subordinate Companion
Loan (each a “Companion Loan” and collectively, the “Companion Loans”) are not part of the
Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund.
As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will be serviced and administered
in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to
the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion
Holders.


 


The 245 Park Avenue Whole Loan
consists of the 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue Subordinate
Companion Loans. The 245 Park Avenue Mortgage Loan and the 245 Park Avenue Pari Passu Companion Loans are pari passu
with each other, and each is senior to the 245 Park Avenue Subordinate Companion Loans. The 245 Park Avenue Mortgage Loan is part
of the Trust Fund. None of the 245 Park Avenue Pari Passu Companion Loans or the 245 Park Avenue Subordinate Companion Loans are
part of the Trust Fund. The 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue
Subordinate Companion Loans will be serviced and administered in accordance with the 245 Park Avenue Trust 2017-245P Trust and
Servicing Agreement and the 245 Park Avenue Intercreditor Agreement.


 


The 211 Main Street Whole Loan
consists of the 211 Main Street Mortgage Loan, the 211 Main Street Pari Passu Companion Loans and the 211 Main Street Subordinate
Companion Loans. The 211 Main Street Mortgage Loan and the 211 Main Street Pari Passu Companion Loans are pari passu
with each other, and each is senior to the 211 Main Street Subordinate Companion Loans. The 211 Main Street Mortgage Loan is part
of the Trust Fund. None of the 211 Main Street Pari Passu Companion Loans or the 211 Main Street Subordinate Companion Loans are
part of the Trust Fund. The 211 Main Street Mortgage Loan, the 211 Main Street Pari Passu Companion Loans and the 211 Main Street
Subordinate Companion Loans will be serviced and administered (a) from and after the Closing Date and prior to the related
Servicing Shift Securitization Date, pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement and
(b) from and after the related Servicing Shift Securitization Date, pursuant to (i) the related Servicing Shift Pooling
and Servicing Agreement and (ii) the related Intercreditor Agreement.


 






    	-4- 



     


    

 


The 740 Madison Whole Loan consists
of the 740 Madison Mortgage Loan and the 740 Madison Pari Passu Companion Loan. The 740 Madison Mortgage Loan and the 740 Madison
Pari Passu Companion Loan are pari passu with each other. The 740 Madison Mortgage Loan is part of the Trust Fund.
The 740 Madison Pari Passu Companion Loan is not part of the Trust Fund. The 740 Madison Mortgage Loan and the 740 Madison Pari
Passu Companion Loan will be serviced and administered (a) from and after the Closing Date and prior to the related Servicing
Shift Securitization Date, pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement and (b) from
and after the related Servicing Shift Securitization Date, pursuant to (i) the related Servicing Shift Pooling and Servicing
Agreement and (ii) the related Intercreditor Agreement.


 


The Apex Fort Washington Whole
Loan consists of the Apex Fort Washington Mortgage Loan and the Apex Fort Washington Pari Passu Companion Loans. The Apex Fort
Washington Mortgage Loan and the Apex Fort Washington Pari Passu Companion Loans are pari passu with each other. The
Apex Fort Washington Mortgage Loan is part of the Trust Fund. The Apex Fort Washington Pari Passu Companion Loans are not part
of the Trust Fund. The Apex Fort Washington Mortgage Loan and the Apex Fort Washington Pari Passu Companion Loans will be serviced
and administered (a) from and after the Closing Date and prior to the related Servicing Shift Securitization Date, pursuant
to (i) this Agreement and (ii) the related Intercreditor Agreement and (b) from and after the related Servicing
Shift Securitization Date, pursuant to (i) the related Servicing Shift Pooling and Servicing Agreement and (ii) the related
Intercreditor Agreement.


 


The Moffett Gateway Whole Loan
consists of the Moffett Gateway Mortgage Loan, the Moffett Gateway Pari Passu Companion Loans and the Moffett Gateway Subordinate
Companion Loan. The Moffett Gateway Mortgage Loan and the Moffett Gateway Pari Passu Companion Loans are pari passu
with each other, and each is senior to the Moffett Gateway Subordinate Companion Loan. The Moffett Gateway Mortgage Loan is part
of the Trust Fund. None of the Moffett Gateway Pari Passu Companion Loans or the Moffett Gateway Subordinate Companion Loan are
part of the Trust Fund. The Moffett Gateway Mortgage Loan, the Moffett Gateway Pari Passu Companion Loans and the Moffett Gateway
Subordinate Companion Loan will be serviced and administered in accordance with the JPMCC Commercial Mortgage Securities Trust
2016-JP4 Pooling and Servicing Agreement and the Moffett Gateway Intercreditor Agreement.


 


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


 


Article I



DEFINITIONS


 


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


 


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


 






    	-5- 



     


    

 


“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.


 


“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.


 


“211 Main Street Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of April 28, 2017, 2017 between the holders of the 211 Main Street
Pari Passu Companion Loans, the holder of the 211 Main Street Subordinate Companion Loans and the holder of the 211 Main Street
Mortgage Loan, relating to the relative rights of such holders of the 211 Main Street Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“211 Main Street Mortgage
Loan”: With respect to the 211 Main Street Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3, and is pari passu
in right of payment with the 211 Main Street Pari Passu Companion Loans to the extent set forth in the 211 Main Street Intercreditor
Agreement.


 


“211 Main Street Mortgaged
Property”: The Mortgaged Property that secures the 211 Main Street Whole Loan.


 


“211 Main Street Pari
Passu Companion Loans”: With respect to the 211 Main Street Whole Loan, the two (2) Companion Loans, collectively
evidenced by two (2) promissory notes (notes A-1 and A-2) made by the related Mortgagor(s) and secured by the Mortgage
on the 211 Main Street Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the 211 Main Street Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 211
Main Street Intercreditor Agreement.


 


“211 Main Street Subordinate
Companion Loans”: With respect to the 211 Main Street Whole Loan, the three (3) Companion Loans, evidenced by three
(3) related promissory notes (notes B-1, B-2 and B-3) made by the related Mortgagor and secured by the Mortgage on the
211 Main Street Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the 211
Main Street Mortgage Loan and the 211 Main Street Pari Passu Companion Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the 211 Main Street Intercreditor Agreement.


 


“211 Main Street Whole
Loan”: The 211 Main Street Mortgage Loan, together with the 211 Main Street Pari Passu Companion Loans and the 211 Main
Street Subordinate Companion Loans, each of which is secured by the same Mortgage on the 211 Main Street Mortgaged Property. References
herein to the 211 Main Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 211 Main Street Mortgage
Loan, the 211 Main Street Pari Passu Companion Loans and the 211 Main Street Subordinate Companion Loans.


 






    	-6- 



     


    

 


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


 


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


 


“245 Park Avenue Mortgage
Loan”: With respect to the 245 Park Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-2-A-1, and is pari passu
in right of payment with the 245 Park Avenue Pari Passu Companion Loans to the extent set forth in the 245 Park Avenue Intercreditor
Agreement.


 


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


 


“245 Park Avenue Pari
Passu Companion Loans”: With respect to the 245 Park Avenue Whole Loan, the eighteen (18) Companion Loans evidenced by
eighteen (18) promissory notes (notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, A-2-A-2, A-2-A-3, A-2-A-4, A-2-B-1, A-2-B-2, A-2-B-3,
A-2-C-1, A-2-C-2, A-2-D-1, A-2-D-2, A-2-D-3, A-2-E-1 and A-2-E-2) made by the related Mortgagor and secured by the Mortgage on
the 245 Park Avenue Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the 245 Park Avenue Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 245
Park Avenue Intercreditor Agreement.


 


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


 


“245 Park Avenue Trust
2017-245P Trust and Servicing Agreement”: The trust and servicing agreement, dated as of May 30, 2017, among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor, as from time to time amended, supplemented
or modified.


 


“245 Park Avenue Whole
Loan”: The 245 Park Avenue Mortgage Loan, together with the 245 Park Avenue Pari Passu Companion Loans and the 245 Park
Avenue Subordinate Companion Loans, each of which is secured by the same Mortgage on the 245 Park Avenue


 






    	-7- 



     


    

 


Mortgaged
Property. References herein to the 245 Park Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under
the 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue Subordinate Companion
Loans.


 


“740 Madison Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of May 4, 2017 between the holders of the 740 Madison Pari Passu
Companion Loan and the holder of the 740 Madison Mortgage Loan, relating to the relative rights of such holders of the 740 Madison
Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“740 Madison Mortgage
Loan”: With respect to the 740 Madison Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage
Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1, and is pari passu in right
of payment with the 740 Madison Pari Passu Companion Loan to the extent set forth in the 740 Madison Intercreditor Agreement.


 


“740 Madison Mortgaged
Property”: The Mortgaged Property that secures the 740 Madison Whole Loan.


 


“740 Madison Pari Passu
Companion Loans”: With respect to the 740 Madison Whole Loan, the Companion Loan, evidenced by one (1) promissory
note (note A-2) made by the related Mortgagor(s) and secured by the Mortgage on the 740 Madison Mortgaged Property, which is
not included in the Trust and which is pari passu in right of payment to the 740 Madison Mortgage Loan to the extent set
forth in the related Mortgage Loan documents and as provided in the 740 Madison Intercreditor Agreement.


 


“740 Madison Whole Loan”:
The 740 Madison Mortgage Loan, together with the 740 Madison Pari Passu Companion Loan, each of which is secured by the same Mortgage
on the 740 Madison Mortgaged Property. References herein to the 740 Madison Whole Loan shall be construed to refer to the aggregate
indebtedness under the 740 Madison Mortgage Loan and the 740 Madison Pari Passu Companion Loan.


 


“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. For the avoidance of doubt, the 245 Park Avenue Intercreditor Agreement, the 211 Main Street Intercreditor
Agreement and the Moffett Gateway Intercreditor Agreement are the only AB Intercreditor Agreements related to the Trust.


 


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


 






    	-8- 



     


    

 


original
unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.


 


“AB Mortgage Loan”:
A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. For
the avoidance of doubt, the 245 Park Avenue Mortgage Loan, the 211 Main Street Mortgage Loan and the Moffett Gateway Mortgage Loan
are the only AB Mortgage Loans in the Trust Fund.


 


“AB Mortgaged Property”:
The Mortgaged Property that secures the related AB Whole Loan. For the avoidance of doubt, the 245 Park Avenue Mortgaged Property,
the 211 Main Street Mortgaged Property and the Moffett Gateway Mortgage Property are the only AB Mortgaged Properties related to
the Trust.


 


“AB Subordinate Companion
Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by
the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and
which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the 245 Park Avenue Subordinate Companion Loan,
the 211 Main Street Subordinate Companion Loans and the Moffett Gateway Subordinate Companion Loan are the only AB Subordinate
Companion Loans related to the Trust.


 


“AB Whole Loan”:
A Whole Loan that consists of such Mortgage Loan, Pari Passu Companion Loan(s) (if any) and one or more related AB Subordinate
Companion Loan(s). For the avoidance of doubt, the 245 Park Avenue Whole Loan, the 211 Main Street Whole Loan, and the Moffett
Gateway Whole Loan are the only AB Whole Loans related to the Trust.


 


“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 211 Main Street Whole Loan,
Athene Annuity and Life Company is the related AB Whole Loan Controlling Holder as of the Cut-off Date.


 


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


 


“Acceptable Insurance
Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default
under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy
that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Master Servicer


 






    	-9- 



     


    

 


and
the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined, in its
reasonable judgment, based on inquiry consistent with the Servicing Standard ((i) prior to the occurrence and continuance of a
Control Termination Event and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder
and (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence of a Consultation
Termination Event and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder, in
each case, 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 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
related 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 Special Servicer’s request for such consent or
consultation; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing
Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder or any
applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each of the Master
Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance
consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    	-10- 



     


    

 


“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).


 


“Advisers Act”:
The Investment Advisers Act of 1940.


 


“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).


 


“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.


 


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





 






    	-11- 



     


    

 


“Apex Fort Washington
Mortgage Loan”: With respect to the Apex Fort Washington Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 14 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1, and is
pari passu in right of payment with the Apex Fort Washington Pari Passu Companion Loans to the extent set forth in
the Apex Fort Washington Intercreditor Agreement.


 


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


 


“Apex Fort Washington
Pari Passu Companion Loans”: With respect to the Apex Fort Washington Whole Loan, the two (2) Companion Loans, evidenced
by two (2) promissory notes (notes A-2 and A-3) made by the related Mortgagor(s) and secured by the Mortgage on the Apex
Fort Washington Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the
Apex Fort Washington Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Apex Fort
Washington Intercreditor Agreement.


 


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


 


“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) or any Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Master Servicer ((i) 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 and (ii) in consultation with the Special Servicer, provided that the Special
Servicer will be


 






    	-12- 



     


    

 


entitled
to consult for a period of no longer than two (2) Business Days, so long as the Special Servicer provided the related Appraisal
or the valuation described below more than two (2) Business Days prior to the related Determination Date for the Collection Period
during which the related Appraisal is received by the Special Servicer), 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 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


 






    	-13- 



     


    

 


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); provided, further, however, that in no event shall the Special
Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60) day period, as applicable, and
in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer,
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


 






    	-14- 



     


    

 


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 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 the thirty (30) day
period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan;
provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the
Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer
and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the
foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject
to the provisions of Section 4.05 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.


 






    	-15- 



     


    

 


“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).


 


“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


 






    	-16- 



     


    

 


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).


 


“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).


 


“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


 






    	-17- 



     


    

 


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 Due 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 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;


 






    	-18- 



     


    

 


(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);
and


 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 






    	-19- 



     


    

 


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.


 


“BSPCC”: Benefit
Street Partners CRE Conduit Company, L.P., a Delaware limited partnership, or its successors in interest.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in New York, Kansas, Pennsylvania, Florida 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-JP6, 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.


 


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00830% 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, (i) on or prior to the first Distribution Date, an amount equal
to the Original


 






    	-20- 



     


    

 


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 on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


“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 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 Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s


 






    	-21- 



     


    

 


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 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.


 


“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 1.9306%.


 


“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.


 






    	-22- 



     


    

 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0500%.


 


“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 3.1085%.


 


“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 3.2238%.


 


“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 3.4898%.


 


“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 3.7438%.


 


“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 3.2829%.


 


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


 


“Class 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 3.9461%.


 






    	-23- 



     


    

 


“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, less 0.75%.


 


“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 the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“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.


 


“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


 






    	-24- 



     


    

 


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 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.


 






    	-25- 



     


    

 


“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 LNR-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 NR-RR Certificate”:
A Certificate designated as “Class NR-RR” on the face thereof, in the form of Exhibit A-17 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class NR-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 R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-18 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 X Certificates”:
The Class X-A and Class X-B Certificates, as the context may require.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 


“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-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    	-26- 



     


    

 


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


 


“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 Z Certificate”:
A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
an undivided beneficial interest in the portion of the Grantor Trust that is described in Section 2.05.


 


“Class Z Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, 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”:
June 16, 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 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


 






    	-27- 



     


    

 


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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6, 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6”. 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.


 






    	-28- 



     


    

 


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


 


“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 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.


 






    	-29- 



     


    

 


“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.


 


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


 






    	-30- 



     


    

 


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 “Controlling Note” or similarly defined term as identified in the related Intercreditor Agreement.
As of the Closing Date, each of (i) the 211 Main Street Subordinate Companion Loan evidenced by promissory note B-1, (ii) the
740 Madison Pari Passu Companion Loan and (iii) the Apex Fort Washington Companion Loan evidenced by promissory note A-2 shall
be a Controlling Companion Loan related to the Trust.


 


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


 


“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
21045-1951; and (iii) for all other purposes, to the Certificate Administrator, at 9062 Old Annapolis Road, Columbia, Maryland
21045, Attention: Corporate Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust 2017-JP6.


 


“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


 






    	-31- 



     


    

 


Recovery
Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of
such information and containing such additional information as may from time to time be approved by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    	-32- 



     


    

 


“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
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


 






    	-33- 



     


    

 


called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports
as may from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally.
For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or
the Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest
error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such
a report produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof)
and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special
Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 






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Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the
time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage
Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon
an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average
LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off
Date and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying
Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such
repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed
Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral
for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) 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 June 2017, or with respect to any Mortgage Loan
that has its first Due Date in July 2017, the date that would have otherwise been the related Due Date in June 2017.


 






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


 


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


 


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


 


“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, 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).


 






    	-38- 



     


    

 


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


 


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


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
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 and any
Certificate issued pursuant to Section 5.02(c) and (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.


 






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“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.


 


“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 in connection with 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;


 






    	-40- 



     


    

 


(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;


 


(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;


 






    	-41- 



     


    

 



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


 


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


 


(k)      a
copy of all zoning reports;


 


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


 


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


 


(n)      a
copy of all UCC searches;


 


(o)      a
copy of all litigation searches;


 


(p)      a
copy of all bankruptcy searches;


 


(q)      a
copy of the origination settlement statement;


 


(r)       a
copy of 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


 






    	-42- 



     


    

 


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).


 


“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 RREF III-D
AIV RR, LLC.


 


“Directing Certificateholder
Asset Status Report Approval Process”; The process for approval of an Asset Status Report described 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


 






    	-43- 



     


    

 


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


 


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


 


“Disclosure Parties”:
As defined in Section 3.13(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


 






    	-44- 



     


    

 


Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,”
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the
Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms
“United States,” “State” and “international organization” shall have the meanings set forth
in Section 7701 of the Code or successor provisions.


 


“Distribution Accounts”:
Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account 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 July 2017. The initial Distribution Date shall
be July 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 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,


 






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file or document other than those listed in clause (a) above, any format compatible with EDGAR, including HTML, Word
or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of
which are rated at least “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


 






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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 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, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service,
Inc., Morningstar Credit Ratings, LLC or S&P Global Ratings and that has not been a special servicer, operating advisor or
asset representations reviewer on a transaction for which DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s
Investors Service, Inc., Morningstar Credit Ratings, LLC or S&P Global Ratings 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), (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


 






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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 not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Third Party Purchaser, the 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 Restricted Certificate”:
Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements of Prohibited Transaction
Exemption 2013-08


 






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(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 F-RR, Class G-RR and Class NR-RR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, Class Z, 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 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)


 






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outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the
Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior 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”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the
Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicer.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. 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.


 






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


 






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Nonrecoverable Advance, or such other information and reports designated
as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor,
as applicable, 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.


 


“Fee Restricted Period”:
The period that exists from the occurrence of a Fee Restricted Trigger until the earlier of (i) the time set forth in the
applicable Refinancing/P&S Document, as extended pursuant to the original terms of such documentation, (ii) 120 days
after the Balloon Payment default or maturity default and (iii) the date that the related Mortgagor fails to make the Assumed
Scheduled Payment or the date that the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially Serviced
Loan due to an event other than an event described in clause (ii) of the definition of “Servicing Transfer Event.”


 


“Fee Restricted Specially
Serviced Loan”: Any Specially Serviced Loan that (i) is a Specially Serviced Loan solely because of an event described
in clauses (ii), (iv) or (x) of the definition of “Servicing Transfer Event” and (ii) the Special Servicer
made the determination that the related Mortgage Loan (and any related Serviced Companion Loan) should be transferred to special
servicing and the Master Servicer did not agree with the Special Servicer’s determination, as evidenced by, in the case of
an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event”, an Officer’s Certificate
delivered to the Special Servicer setting forth the reason for such disagreement; provided, however, that no Specially
Serviced Loan shall be a Fee Restricted Specially Serviced Loan if such Specially Serviced Loan is transferred to special servicing
by the determination of the Master Servicer or if the Master Servicer and the Special Servicer mutually agree to such transfer.
A Specially Serviced Loan will be a Fee Restricted Specially Serviced Loan only during (i) with respect to a Specially Serviced
Loan that is a Specially Serviced Loan solely because of an event described in clause (ii) of the definition of “Servicing
Transfer Event”, the Fee Restricted Period, and (ii) with respect to a Specially Serviced Loan that is a Specially Serviced
Loan solely because of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event”,
the Imminent Default Fee Restricted Period.


 



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“Fee Restricted Trigger”:
Any time, in connection with a Balloon Payment default or a maturity default, if (A) the related Mortgagor provides on or
prior to the related Maturity Date or, if the Maturity Date of such Mortgage Loan or Serviced Companion Loan has been extended
in accordance herewith, such extended Maturity Date, a Refinancing/P&S Document that is satisfactory in form and substance
to the Master Servicer but that is not satisfactory to the Special Servicer, from an acceptable lender or purchaser reasonably
satisfactory to the Master Servicer but that is not satisfactory to the Special Servicer, (B) the Mortgagor thereafter continues
to make the Assumed Scheduled Payment, and (C) the Mortgage Loan is not a Specially Serviced Loan due to the occurrence of
any other event.


 


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, (i) the initial Asset Status Report required to be delivered
by the Special Servicer by the Initial Delivery Date and (ii) any Subsequent Asset Status Report, in each case, in the form
fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder
Asset Status Report Approval Process or the AB Whole Loan Controlling Holder, together with such other data or supporting information
provided by the Special Servicer to the Directing Certificateholder or the related 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
or the related AB Whole Loan Controlling Holder with respect to such Specially Serviced Loan. For the avoidance of doubt, the Special
Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures
described in Section 3.19(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 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, 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


 






    	-53- 



     


    

 


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 identified as “Marriott
Colorado Springs”, “Modesto Springhill Suites”, “Courtyard Marriott Clemson”, “Elk Grove Hampton
Inn”, “Holiday Inn Express – Augusta” and “Sleep Inn Charlotte” on the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 



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“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 JPMCC Commercial Mortgage Securities Trust
2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund treated as a trust the beneficiaries of which are treated as the owners under subpart
E, part I of subchapter J of the Code, consisting of the assets described 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.


 


“Imminent Default Fee
Restricted Period”: Any Imminent Default Workout Fee Restricted Period or Imminent Default Liquidation Fee Restricted
Period.


 


“Imminent Default Workout
Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely because
of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event,” the period commencing
upon the date that such Mortgage Loan becomes a Specially Serviced Loan based on a determination of the Special Servicer (without
the agreement of the Master Servicer) and ending on the earlier of (i) the date (if any) on which such Specially Serviced Loan
is modified and (ii) the date on which the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially Serviced
Loan due to an event other than an event described in clause (ii), (iv) or (x) of the definition of “Servicing Transfer Event”.
In the event that the Master Servicer disagrees with the Special Servicer’s determination to transfer such Specially Serviced
Loan into special servicing, the Master Servicer shall deliver an Officer’s Certificate to the Special Servicer setting forth
the reasons for such disagreement.


 



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“Imminent Default Liquidation
Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely because
of an event described in clause (iv) of the definition of “Servicing Transfer Event,” where (A) a payment default
has occurred with respect to the related Balloon Payment and (B) the related Mortgagor has provided prior to the related Maturity
Date, a Refinancing/P&S Document that is satisfactory in form and substance to the Master Servicer from an acceptable lender
or purchaser reasonably satisfactory to the Master Servicer, the period commencing upon the date of such payment default and ending
on the earlier of (i) the time set forth in the applicable Refinancing/P&S Document, as extended pursuant to the original
terms of such documentation, (ii) 120 days after the Balloon Payment default or maturity default, (iii) the date
that the related Mortgagor fails to make the Assumed Scheduled Payment or (iv) the date that the related Mortgage Loan (or Serviced
Companion Loan) would have become a Specially Serviced Loan due to an event other than an event described in clause (ii) or
(iv) of the definition of “Servicing Transfer Event. In the event that the Master Servicer disagrees with the Special Servicer’s
determination to transfer such Specially Serviced Loan into special servicing, the Master Servicer shall deliver an Officer’s
Certificate to the Special Servicer setting forth the reasons for such disagreement.


 


“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 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 Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the 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


 






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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 Certificates
shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


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


 


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


 


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


 


“Initial Purchaser”:
J.P. Morgan Securities LLC.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner 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.


 


“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.


 



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“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.


 


“Intercreditor Agreement”:
Each of the 245 Park Avenue Intercreditor Agreement, the 211 Main Street Intercreditor Agreement, the 740 Madison Intercreditor
Agreement, the Apex Fort Washington Intercreditor Agreement, the Moffett Gateway 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.


 



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“Interest Accrual Amount”:
With respect to any Distribution Date and any Class of Regular 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 Distribution
Amount”: With respect to any Class of Regular 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 Regular
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 Regular 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 JPMCC Commercial
Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, 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 Regular 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 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 (but only
with respect to the related Mortgage Loan) or any known Affiliate of any such party described above, or (ii) with respect to a
Whole Loan if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or


 






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any independent contractor engaged
by such special servicer), or the trustee for the securitization of any related 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 certificate (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 certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a Certificate Owner, 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, or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by
the Certificate Administrator, (iii) 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 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).


 


“JPMCC Commercial Mortgage
Securities Trust 2016-JP4 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1,
2016, among


 






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J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, Pentalpha Surveillance LLC, as operating advisor,
and Pentalpha Surveillance LLC, as asset representations reviewer, as from time to time amended, supplemented or modified.


 


“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 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.


 



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“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 (except with respect to any Fee Restricted
Specially Serviced Loan during a related Fee Restricted Period or Imminent Default Liquidation Fee Restricted Period) or REO Property
(except with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or
discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds 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 the occurrence and continuance of 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 following the date that the first purchase option trigger occurs resulting in such
purchase option holder’s purchase option becoming exercisable during


 






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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 (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 pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer
of any Loss


 






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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 of the 211 Main Street Whole Loan, the 740 Madison Whole Loan and the Apex Fort
Washington 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. 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, (i) Athene Annuity and Life Company is the Loan-Specific Directing
Certificateholder with respect to the 211 Main Street Whole Loan, (ii) JPMorgan Chase Bank, National Association is the Loan-Specific
Directing Certificateholder with respect to the 740 Madison Whole Loan and (iii) Benefit Street Partners CRE Finance LLC is the
Loan-Specific Directing Certificateholder with respect to the Apex Fort Washington Whole Loan.


 


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


 


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


 


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


 


“Lower-Tier Principal
Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution Date,
an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto, and
(ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the
Class of Related Certificates 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 LNR-RR Uncertificated Interests.


 



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“Lower-Tier REMIC”:
One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive
of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier
REMIC Distribution Account, and all other properties included in the Trust Fund that are not in 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, 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).


 


“Major Decision NOI”:
The definition of “Net Operating Income” or other similar term set forth in the related loan agreement, subject to
the following adjustments: (i) all calculations of operating expenses and operating income relating to such Mortgage Property
shall be based on a trailing twelve (12) month basis; (ii) all calculations of income shall be based upon tenants currently
in occupancy and paying rent at the related Mortgaged Property and shall exclude “free rent” that is not reserved and
being held in a lender controlled escrow account; (iii) the management fee used in such calculation shall be the greater of
the actual management fee paid by the related Mortgagor and four percent (4%); (iv) for the purposes of such calculations,
all underwritten on-going reserves required by the lender shall constitute operating expenses; (v) with respect to any Mortgage
Loan that is secured by a hotel property, calculations of operating expenses shall include the greater of (a) the actual amount
for furniture, fixtures and equipment required under the loan agreement or franchise agreement, whichever is greater and (b) 4%;
and (vi) the amount of debt service assumed to be due with respect to the related Mortgage Loan for the purposes of such calculations
shall equal the greater of (x) the aggregate amount of scheduled principal and interest payments due and payable with respect
to the related


 






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Mortgage Loan, (y) with respect to any partial interest only period, the aggregate amount of debt service due
on the first scheduled principal and interest payment due with respect to the related Mortgage Loan and (z) with respect to
Mortgage Loans where no scheduled principal is due except for the balloon payment or on the maturity date, the amount of interest
and principal that would be due, if such Mortgage Loan amortized on a thirty (30) year amortization schedule.


 


“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 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, Defect in any Mortgage File 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).


 


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


 


“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 any assumption fees, assumption application fees, consent fees, defeasance fees,
Special Servicing Fees, Liquidation Fees or Workout Fees).


 



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“Moffett Gateway Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of November 18, 2016, by and among the holders of the Moffett
Gateway Pari Passu Companion Loans, the holder of the Moffett Gateway Mortgage Loan and the holder of the Moffett Gateway Subordinate
Companion Loan, relating to the relative rights of such holders of the Moffett Gateway Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Moffett Gateway Mortgage
Loan”: With respect to the Moffett Gateway Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 15 on the Mortgage Loan Schedule), which is designated as promissory note A-4, and is pari passu
in right of payment with the Moffett Gateway Pari Passu Companion Loans to the extent set forth in the Moffett Gateway Intercreditor
Agreement.


 


“Moffett Gateway Mortgaged
Property”: The Mortgaged Property that secures the Moffett Gateway Whole Loan.


 


“Moffett Gateway Pari
Passu Companion Loans”: With respect to the Moffett Gateway Whole Loan, the four (4) Companion Loans evidenced by four
(4) promissory notes (notes A-1, A-2, A-3 and A-5) made by the related Mortgagor and secured by the Mortgage on the
Moffett Gateway Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the Moffett Gateway Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Moffett
Gateway Intercreditor Agreement.


 


“Moffett Gateway Subordinate
Companion Loan”: With respect to the Moffett Gateway Whole Loan, the Companion Loan evidenced by the promissory note
B-1 made by the related Mortgagor and secured by the Mortgage on the Moffett Gateway Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the Moffett Gateway Mortgage Loan and the Moffett Gateway Pari Passu
Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Moffett Gateway Intercreditor
Agreement.


 


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


 


“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.


 



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“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 JPMCC Commercial Mortgage
Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, 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 JPMCC Commercial Mortgage
Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6” 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;


 


(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


 






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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 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;


 


(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,


 






    	-69- 



     


    

 


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 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


 






    	-70- 



     


    

 


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 to the related Mortgage
File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the
delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents
specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under
the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) 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;


 


(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;


 



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(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;


 


(xxiii)    the
interest accrual period;


 


(xxiv)    the
Anticipated Repayment Date, if applicable;


 


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


 


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


 



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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, (ii) Benefit Street Partners CRE Finance LLC, a Delaware limited liability company,
or its successor in interest and (iii) Starwood Mortgage Funding VI LLC, a Delaware limited liability company, 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 Pari Passu 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 Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note
and applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan 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.


 


“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 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.


 






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“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.


 


“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


 






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Mortgage Loan
or REO Loan; provided, however, that the Special Servicer may, at its option (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 any master servicer and, to the extent required under the related Intercreditor 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 shall be conclusive and 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 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


 






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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 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


 






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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 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 Servicing Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the


 






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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 (other than by the Special Servicer) may be conclusively relied upon by, but shall
not be binding upon, the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be conclusive
and 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
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


 






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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 D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class R
or Class Z 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 of the 245 Park Avenue Pari Passu Companion Loans, the 245 Park Avenue Subordinate Companion Loans, the 211
Main Street Pari Passu Companion Loans (on and after the related Servicing Shift Securitization Date), the 211 Main Street Subordinate
Companion Loans (on and after the related Servicing Shift Securitization Date), the 740 Madison Pari Passu Companion Loan (on and
after the related Servicing Shift Securitization Date), the Apex Fort Washington Pari Passu Companion Loans (on and after the related
Servicing Shift Securitization Date), the Moffett Gateway Pari Passu Companion Loans and the Moffett Gateway Subordinate Companion
Loan.


 


“Non-Serviced Custodian”:
Any 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 of the 245 Park Avenue Intercreditor Agreement, the 211 Main Street Intercreditor Agreement (on and
after the related Servicing Shift Securitization Date), the 740 Madison Intercreditor Agreement (on and after the related
Servicing Shift Securitization Date), the Apex Fort Washington Intercreditor Agreement (on and after the related Servicing
Shift Securitization Date) and the Moffett Gateway Intercreditor Agreement.


 



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


 


“Non-Serviced Mortgage
Loan”: Each of the 245 Park Avenue Mortgage Loan, the 211 Main Street Mortgage Loan (on and after the related Servicing
Shift Securitization Date), the 740 Madison Mortgage Loan (on and after the related Servicing Shift Securitization Date), the Apex
Fort Washington Mortgage Loan (on and after the related Servicing Shift Securitization Date) and the Moffett Gateway Mortgage Loan.


 


“Non-Serviced Mortgaged
Property”: Each of the 245 Park Avenue Mortgaged Property, the 211 Main Street Mortgaged Property (on and after the related
Servicing Shift Securitization Date), the 740 Madison Mortgaged Property (on and after the related Servicing Shift Securitization
Date), the Apex Fort Washington Mortgaged Property (on and after the related Servicing Shift Securitization Date) and the Moffett
Gateway Mortgaged Property.


 


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


 


“Non-Serviced Primary
Servicing Fee Rate”: With respect to (i) the 245 Park Avenue Whole Loan, 0.00125%, (ii) the 211 Main Street Whole
Loan, 0.00250%, from and after the related Servicing Shift Securitization Date, (iii) the 740 Madison Whole Loan, 0.00250%,
from and after the related Servicing Shift Securitization Date, (iv) the Apex Fort Washington Whole Loan, 0.00250%, from and
after the related Servicing Shift Securitization Date and (v) the Moffett Gateway Whole Loan, 0.00250%.


 


“Non-Serviced PSA”:
With respect to (i) the 245 Park Avenue Whole Loan, the 245 Park Avenue Trust 2017-245P Trust and Servicing Agreement, (ii)
the 211 Main Street Whole Loan, from and after the related Servicing Shift Securitization Date, the related Servicing Shift Pooling
and Servicing Agreement, (iii) the 740 Madison Whole Loan, from and after the related Servicing Shift Securitization Date,
the related Servicing Shift Pooling and Servicing Agreement, (iv) the Apex Fort Washington Whole Loan, from and after the related
Servicing Shift Securitization Date, the related Servicing Shift Pooling and Servicing Agreement and (iii) the Moffett Gateway
Whole Loan, the JPMCC Commercial Mortgage Securities Trust 2016-JP4 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced Whole
Loan”: Each of the 245 Park Avenue Whole Loan, the 211 Main Street Whole Loan (on and after the related Servicing Shift
Securitization Date), the 740 Madison Whole Loan (on and after the related Servicing Shift Securitization Date), the Apex Fort
Washington Whole Loan (on and after the related Servicing Shift Securitization Date) and the Moffett Gateway Whole Loan.


 



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“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.


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount and in the case of the Class X-B Certificates, the Class
X-B 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 a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or
that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the 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 Balance of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates in
the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts


 






    	-81- 



     


    

 


to notionally reduce the Certificate
Balances of such Classes) being 25% or less of the aggregate initial Certificate Balance 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 the Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor Fee”:
With respect to each Mortgage Loan and 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 0.00440%.


 


“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 Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable
judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its
Affiliates may have with any of the underlying Mortgagors, 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:


 



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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Other 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 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 thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.


 



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“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 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, the Class G-RR Pass-Through Rate, the Class NR-RR Pass-Through Rate, the Class X-A Pass-Through
Rate or the Class X-B 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 or
Default Interest, other than a Prepayment Premium or a Yield Maintenance Charge or any Excess Interest.


 


“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. 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.


 



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“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, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced
in writing;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of 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


 






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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 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,


 






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(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 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, 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 and/or
Moody’s)) 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


 






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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 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, title insurance and/or
other 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).


 


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


 



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“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 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.


 



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“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 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 and Class NR-RR Certificates.


 


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


 



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“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 and the Special Servicer referred to in clause (i) of the definition
of “Privileged Information”.


 


“Privileged Information”:
Any (i) correspondence between the Directing Certificateholder and the Special Servicer 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 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 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, 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 Purchaser, 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


 






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an Investor
Certification, any Person (including the Directing Certificateholder) 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 or any Controlling Class Certificateholder, 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 Information relating to the Excluded Special Servicer Loans; and provided, further,
that (a) the Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan,
and (b) the Certificate Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage
Loan including any Excluded Special Servicer Loan; and provided, further, however, that any Excluded Controlling
Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any
Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder
is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via
the Certificate Administrator’s Website 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.


 






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“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 May 25, 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 the ARD Loan), to, but not including, the Due
Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)       all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional Trust Fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph 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


 






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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.


 


“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


 






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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) 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 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


 






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loan-to-value ratio
for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates
no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original
debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after
the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the
removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator
have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation
to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan, 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 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 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).


 






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


 


“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.


 


“Refinancing/P&S
Document”: Any of (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of a Mortgage
Loan or (ii) a signed purchase and sale agreement with respect to a sale of a Mortgaged Property (in each case subject only to
typical due diligence and closing conditions and, in the case of a purchase and sale agreement, if such agreement includes delivery
of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices.


 


“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 A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR 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).


 






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“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”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, 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
set forth below:


 


	
        Related Certificates
	 	
        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 NR-RR Certificates	 	Class LNR-RR 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


 






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meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, or the applicable
successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series
2017-JP6, 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


 






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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 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,


 






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


 


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


 


“Reportable Event”:
As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


“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 2.02(g).


 


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


 


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


 


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


 


“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


 






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(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 Purchaser 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.


 


“Retained Interest Safekeeping
Account”: An account maintained by the Certificate Administrator for purposes of holding the Risk Retention Certificates,
which account shall be deemed to be owned by the Holder of the Risk Retention Certificates. If the Risk Retention Certificates
are held by more than one Retaining Party, the Certificate Administrator shall establish one or more subaccounts to the Retained
Interest Safekeeping Account for each Retaining Party.


 


“Retaining Party”:
Any Holder of a Risk Retention Certificate and any successor Holder of such Risk Retention Certificate.


 


“Retaining Sponsor”:
JPMorgan Chase Bank, National Association.


 


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


 


“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 12 C.F.R. § 244), 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


 






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Corporation, the Federal Housing
Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release
(79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time
to time, in each case, as effective from time to time.


 


“Routine Disbursement”:
As defined within the definition of “Special Servicer Decision”.


 


“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


 






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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.


 


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


 


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


 


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


 


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


 


“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 Subordinate
Companion Loan”: Each of the 211 Main Street Subordinate Companion Loans (prior to the related Servicing Shift Securitization
Date).


 


“Serviced AB Whole Loan”:
The 211 Main Street Whole Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Companion Loan”: Each of the 211 Main Street Pari Passu Companion Loans (prior to the related Servicing Shift
Securitization Date), the 211 Main Street Subordinate Companion Loans (prior to the related Servicing Shift Securitization
Date), the 740 Madison Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date) and the Apex Fort
Washington Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date).


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of the 211 Main Street Pari Passu Companion Loans (prior to the related Servicing Shift
Securitization Date), the 211 Main Street Subordinate Companion Loans (prior to the related Servicing Shift Securitization Date),
the 740 Madison Pari Passu Companion Loan (prior to the related Servicing Shift 


 






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Securitization Date) and the Apex Fort Washington
Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date).


 


“Serviced Mortgage Loan”:
Each of the 211 Main Street Mortgage Loan (prior to the related Servicing Shift Securitization Date), the 740 Madison Mortgage
Loan (prior to the related Servicing Shift Securitization Date) and the Apex Fort Washington Mortgage Loan (prior to the related
Servicing Shift Securitization Date).


 


“Serviced Pari Passu
Companion Loan”: Each of the 211 Main Street Pari Passu Companion Loans (prior to the related Servicing Shift Securitization
Date), the 740 Madison Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date) and the Apex Fort Washington
Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date).


 


“Serviced Pari Passu
Mortgage Loan”: Each of the 211 Main Street Mortgage Loan (prior to the related Servicing Shift Securitization Date),
the 740 Madison Mortgage Loan (prior to the related Servicing Shift Securitization Date) and the Apex Fort Washington Mortgage
Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced Pari Passu
Whole Loan”: Each of the 211 Main Street Whole Loan (prior to the related Servicing Shift Securitization Date), the 740
Madison Whole Loan (prior to the related Servicing Shift Securitization Date) and the Apex Fort Washington Whole Loan (prior to
the related Servicing Shift Securitization Date).


 


“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”:
Each of the 211 Main Street Whole Loan (prior to the related Servicing Shift Securitization Date), the 740 Madison Whole Loan (prior
to the related Servicing Shift Securitization Date) and the Apex Fort Washington Whole Loan (prior to the related Servicing Shift
Securitization 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


 






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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).


 


“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


 






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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 the 211 Main Street Pari Passu Companion Loans and the 211 Main Street Subordinate
Companion Loans, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per
annum rate equal to 0.00250%. With respect to the 740 Madison Pari Passu Companion Loan, prior to the related Servicing Shift
Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect to the
Apex Fort Washington Pari Passu Companion Loans, prior to the related Servicing Shift Securitization Date, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.00250%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports
or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial space
within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases
and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related
financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between the related
Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses),
Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related
Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required
to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged
Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by
the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid
principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines
that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable
Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing
Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen


 






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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 such Servicing Shift Whole Loan. As of the Closing Date, each of (i) the 211 Main Street Pari Passu Companion Loan
evidenced by promissory note A-1, (ii) the 740 Madison Pari Passu Companion Loan and (iii) the Apex Fort Washington Pari Passu
Companion Loan evidenced by promissory note A-2 will be a Servicing Shift Lead Note related to the Trust.


 


“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.
As of the Closing Date, each of (i) the 211 Main Street Mortgage Loan, (ii) the 740 Madison Whole Loan and (iii) the Apex Fort
Washington Whole Loan will be a Servicing Shift Mortgage Loan related to the Trust.


 


“Servicing Shift Pooling
and Servicing Agreement”: With respect to any Servicing Shift Whole Loan, from and after the related Servicing Shift
Securitization Date, the pooling agreement, trust and servicing agreement or other servicing agreement governing the securitization
of the related Servicing Shift Lead Note.


 


“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. As of the Closing Date, each of (i) the 211 Main
Street Whole Loan, (ii) the 740 Madison Whole Loan and (iii) the Apex Fort Washington Whole Loan will be a Servicing Shift Whole
Loan related to the Trust.


 






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“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
(i) a fully executed term sheet or refinancing commitment with respect to a refinancing of the related Mortgage Loan or (ii) a
signed purchase and sale agreement with respect to a sale of the Mortgaged Property (in each case subject only to typical due diligence
and closing conditions and, in the case of a purchase and sale agreement, such agreement will include a delivery of an acceptable
deposit by the purchaser) in a manner consistent with CMBS market practices and that is satisfactory in form and substance to the
Master Servicer and the Special Servicer from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer
and the Special 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, (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 that such refinancing or sale is scheduled to occur
in such documentation as such date may be extended pursuant to the original terms of such documentation; 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 or the Special 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


 






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(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 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


 






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(x)         the
Master Servicer or the Special 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 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.


 


“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 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 (A) prior to the related Servicing Shift Securitization Date, the 211 Main
Street Pari Passu Companion Loans and the 211 Main Street Subordinate Companion Loans, thirty-five (35) days following the end
of each fiscal quarter (B) prior to the related Servicing Shift Securitization Date, the 740 Madison Pari Passu Companion Loans,
thirty (30) days following the end of each fiscal quarter and (C) prior to the related Servicing Shift Securitization Date, the
Apex Fort Washington Pari Passu Companion Loans, thirty (30) 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
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.


 






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“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, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of Definitive Certificates)
representing 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR and Class NR-RR 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, Rialto Capital Advisors, LLC and its successors in interest and assigns, or any successor special
servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer
appointed pursuant to Section 7.01(g), 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 Decision”:
Any of the following with respect to a Mortgage Loan or Serviced Whole Loan:


 


(i)         approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any Mortgagor defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area
at the related Mortgaged Property so long as it is considered a “major lease” or otherwise reviewable by the lender
under the related Mortgage Loan documents;


 


(ii)        approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(iii)       approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.40x
(to the extent lender approval is required under the Mortgage Loan documents) that provide for (i) operating expenses equal to
more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to persons or entities known by the
Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination
of the related Mortgage Loan or Whole Loan);


 






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(iv)       approving
easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments with
respect to the related Mortgage Loan;


 


(v)        agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Whole Loan in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to (a) 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 Mortgagor or the existing
collateral or material modifications of the existing collateral), (b) a modification of the type of defeasance collateral required
under the Mortgage Loan or Whole Loan documents such that defeasance collateral other than direct, non-callable obligations of
the United States would be permitted or (c) a modification that would permit a principal prepayment instead of defeasance if the
applicable loan documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise
a Major Decision;


 


(vi)       in
circumstances where no lender discretion is required other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the Mortgage Loan documents;


 


(vii)      any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves, including the funding or disbursement of any such
amounts with respect to any Mortgage Loan, but excluding, as to any Non-Specially Serviced Loan, any routine and/or customary escrow
and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required
or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any request with respect
to a Mortgage Loan that is not a Specially Serviced Loan for the funding or disbursement of ordinary course impounds, repair and
replacement reserves, lender approved budget and operating expenses, free rent or rent credit reserves pursuant to an approved
lease, and tenant improvements pursuant to an approved lease and leasing commissions pursuant to an approved lease, each in accordance
with the Mortgage Loan documents (all such fundings and disbursements being collectively referred to as “Routine Disbursements”)
or any other funding or disbursement as mutually agreed upon by the Master Servicer and Special Servicer, shall not constitute
a Special Servicer Decision); provided, however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks
and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of
such Mortgage Loan (which Mortgage Loans are identified on Schedule 3 hereto), no such funding or disbursement of such escrows,
reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special
Servicer Decisions, except for the routine funding of tax


 






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payments and insurance premiums when due and payable (provided
that the Mortgage Loan is not a Specially Serviced Loan);


 


(viii)     in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case,
Special Servicer Decisions shall not include (a) grants of easements or rights of way that do not materially affect the use or
value of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; (b) the
release, substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Whole Loan in connection with a
defeasance of such collateral; (c) requests 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 (d) requests for releases of non-material, non-income producing
parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability
of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, where such releases are required pursuant
to the specific terms of the related Mortgage Loan documents; provided that such release or substitution or addition of
collateral is not a Major Decision;


 


(ix)       any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Serviced Mortgage Loan or Serviced Whole Loan, or any action to enforce rights with respect to the Mortgage Loan, to the extent
the Special Servicer or any affiliate does not own any controlling interest (whether legally, beneficially or otherwise) in the
related mezzanine loan, if applicable; and


 


(x)        approving
any transfers of an interest in the Mortgagor under a Serviced Mortgage Loan or Serviced Whole Loan, unless such transfer (i) is
allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion other
than confirming the satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan documents that
do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of
such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring new
mezzanine financing or a change in control of the Mortgagor;


 


provided, however, that notwithstanding
the foregoing, the Master Servicer and the Special Servicer may mutually agree, as contemplated by Section 3.18(a), that
the Master Servicer shall process any of the foregoing matters (as well as any Major Decision) with respect to any Non-Specially
Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement between the Master
Servicer and the Special Servicer, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (v) of
this definition of “Special


 






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Servicer Decision” with respect to any Non-Specially Serviced Loan), in each case subject
to the consent (or deemed consent) of the Special Servicer as obtained pursuant to this Agreement. Except as specifically set forth
in Section 3.11(a) and/or (c) with respect to assumption application fees, defeasance fees and review fees relating
to any Non-Specially Serviced Loan, the Master Servicer and the Special Servicer shall each be entitled to 50% of any Excess Modification
Fees, consent fees, ancillary fees (other than fees for insufficient or returned checks), assumption fees, transfer fees, earnout
fees and similar fees (other than assumption application fees, defeasance fees and review fees) paid in connection with any Special
Servicer Decision in connection with a Non-Specially Serviced Loan, whether or not the Master Servicer processes such request.


 


“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 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).


 


“Starwood”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successors in interest.


 


“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);


 






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(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 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.


 






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“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, Class G-RR and Class NR-RR Certificate.


 


“Subordinate Companion
Holder”: The holder of any of the AB Subordinate Companion Loans.


 


“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.


 


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


 


“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 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).


 






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“Third Party Purchaser”:
RREF III-D AIV RR, LLC.


 


“Transaction Parties”:
As defined in Section 5.03(r)


 


“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”: The period from the Closing Date to the earliest of (i) the date that is the latest of (A) 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; (B) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Cut-off
Date; and (C) two years after the Closing Date; (ii) 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 and (iii) the date on which the applicable portion of the Risk Retention Rules
has been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC,
the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable
to the Trust.


 


“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: “JPMCC Commercial Mortgage Securities Trust
2017-JP6”.


 


“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


 






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respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve
accounts, to the extent such interest belongs to the related Mortgagor).


 


“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, Asset Status Report (after the occurrence and continuance of an Operating Advisor Consultation Event), 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) (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, 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 JPMCC Commercial Mortgage Securities
Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, 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).


 


“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. The Class R Certificates and the Class Z Certificates shall not be
entitled to any Voting Rights.


 


“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).


 


“WHFIT”: A
“Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”: A
“Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


 






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“Whole Loan”:
Any of the 245 Park Avenue Whole Loan, the 211 Main Street Whole Loan, the 740 Madison Whole Loan, the Apex Fort Washington Whole
Loan and the Moffett Gateway Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed Reimbursement
Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i)
such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date,
if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon)
becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee
Restricted Specially Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced Loan) in accordance
with Section 3.11(c).


 


“Workout Fee Rate”:
With respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee Restricted Specially Serviced Loan
and became a Corrected Loan while it was a Fee Restricted Specially Serviced 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.


 






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“YM Group B”:
Collectively, the Class B, Class C and Class X-B Certificates.


 


“YM Group C”:
The Class D Certificates.


 


“YM Group RR”:
Collectively, the Class E-RR, Class F-RR, Class G-RR and Class NR-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 received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made 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 on that Distribution Date pursuant to Section 4.04, and
(c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)       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


 






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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 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, Sections 20 and 21 of the Mortgage Loan
Purchase Agreement between the Depositor, Benefit Street Partners CRE Finance LLC and BSPCC and Sections 20 and 21 of the Mortgage
Loan Purchase Agreement between the Depositor, Starwood Mortgage Funding VI LLC and Starwood, (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


 






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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 Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(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 (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)
(collectively, the “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, Sections 20 and 21 of the Mortgage Loan Purchase Agreement
between the Depositor, Benefit Street Partners CRE Finance LLC and BSPCC and Sections 20 and 21 of the Mortgage Loan Purchase Agreement
between the Depositor, Starwood Mortgage Funding VI LLC and Starwood, 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


 






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delay caused by the public
filing or recording office where such document or instrument has been delivered, or will be delivered within ten (10) Business
Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the
Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or
before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents and/or
instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy
of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the
Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the
Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or
photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage
Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), 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


 






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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 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series
2017-JP6”, 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


 






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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 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


 






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records of the offices of the
applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation
in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the
Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such
Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller
shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted
for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted.
Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii)
or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix)
of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which
opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation
and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan, against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the
Depositor.


 


(d)          All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File,
shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days
after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and 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,


 






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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 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 at the email addresses set forth in this Agreement) 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


 






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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)          Within
three (3) Business Days of the Closing Date, the Depositor shall deliver to the Master Servicer at NoticeAdmin@midlandls.com and
in EDGAR-Compatible Format and in Excel format, the following: (a) the Initial Schedule AL File, (b) the Initial Schedule AL Additional
File and (c) the Annex A-1 to the Prospectus.


 


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 shall have occurred and be continuing and only with respect to Mortgage Loans other than Excluded Loans), 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


 






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specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or,
with respect to clause (xii), a copy of such letter of credit and the required Officer’s Certificate), if any, of
the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed
on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such
exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required
to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out
for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing 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


 






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sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a
letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by
the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect
has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return
such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or
the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase
or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer
or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the
exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan
Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required
by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase Agreement; provided,
however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90)
days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the
document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the
date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw
on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price
(or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution
Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds
deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related
Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(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


 






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they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part
of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing
Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor,
except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian
has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should
include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan) that has
two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the new national
forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable
for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements
were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)           If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Section 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


 






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“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.


 


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section
2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with
Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)
(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section
2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right
the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect
to any Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In the event that the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives
a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Master
Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or
REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the JPMCC Commercial Mortgage Securities Trust 2017-JP6,
Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 requiring action by you as the ‘Repurchase Request Recipient’
thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such
party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply
with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request. In no event shall the Custodian,
by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement
in connection with its review of the Mortgage File.


 






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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:


 


(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


 






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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 (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 additional
expenses of the Trust 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


 






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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 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 Special Servicer on behalf of the Trust (with
the consent of the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift
Mortgage Loan, provided 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


 






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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 (as such term or any analogous term is defined in the related Non-Serviced PSA) under
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 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)


 






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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 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 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


 






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“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 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


 






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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), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, Special Servicer or Trustee to take any action against BSPCC or Starwood,
as applicable, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Sections 20 and 21 thereof.


 


(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 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


 






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terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially
Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the
extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related
Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or recovery of principal, interest
and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided,
further, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, may waive the collection
of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,
and the related Mortgage Loan Seller 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 other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the 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


 






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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.


 


(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


 






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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 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,


 






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(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 fifteen (15) 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 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.


 






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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 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;


 






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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 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.


 


(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.


 






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(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 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


 






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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 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,


 






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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 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. 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.


 






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(vii)         For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with
respect to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)        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 Section 2.02, the delivery to the Custodian
of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with
the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such
assignment and delivery, 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; and (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 and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees,
of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the 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.


 


Section 2.05       
Creation of the Grantor Trust. The Class Z Certificates are hereby designated as undivided beneficial interests
in the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets, which portion shall be treated as
a trust the beneficiaries of which are treated as the owners under subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 






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Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties.


 


(a)          
Each of the Master Servicer and Special Servicer shall diligently service and administer the Mortgage Loans (other than
any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the REO Properties (other than any REO Property related
to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case
of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), 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
the holder or holders of the related Companion Loan(s) constituted a single lender), taking 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


 






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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 Major Decision or Special Servicer Decision and (ii) any REO Properties
(other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments
and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially
Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render
such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided,
further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as
such failure results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply
with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in
its capacity as Master Servicer, 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


 






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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 certain Major Decisions or Special Servicer Decisions 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 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 





 






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related Mortgaged Property and related
collateral; (ii) subject to Section 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-1 or Exhibit R-2 attached hereto, as applicable (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-1 or Exhibit R-2 attached
hereto, as applicable (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 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


 






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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 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


 






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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 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


 






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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 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


 






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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 additional expense
of the


 






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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 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 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,


 






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employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(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


 






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Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have
been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.03(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,
and such determination shall be binding upon the Master Servicer, but 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


 






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applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced
Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including
any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing
Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required
hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer
shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The
Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding 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 


 






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Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use 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 Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account.


 


(a)          
The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which
the Master Servicer shall deposit or cause to be deposited 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:


 






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(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)         
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, 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


 






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compensation need
not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors on Specially
Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of the foregoing
amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a); provided, that to the extent any of the foregoing amounts are received after 2:00 p.m.
(Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts
within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to
the Master Servicer within two (2) Business Days of receipt of such amounts. 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 and the 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)
and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class Z 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 Available Funds attributable to the Mortgage
Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of
the definition of Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution Account
all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii).


 


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


 


 



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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 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 Excess Interest Distribution Account, the Gain-on-Sale Reserve Account,
the Interest Reserve Account and the Companion Distribution Account may be subaccounts of a single Eligible Account, which shall
be maintained as a segregated account separate from other accounts.


 


In addition to the amounts required
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


 


(i)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 






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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(a) 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 Gain-on-Sale
Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account
or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the
Certificate Administrator; provided, however, that 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 of prior to its maturity
unless payable on demand. All such Permitted Investments shall be made in the


 






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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 JPMCC
Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 as their interests
may appear”, or in the name of any successor trustee, as Trustee for the Holders of the JPMCC Commercial Mortgage Securities
Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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 Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and, if established, the Gain-on-Sale
Reserve Account prior to any change thereof.


 


For the avoidance of doubt, the
Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account, if
it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any
Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment of funds
in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection
Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Grantor Trust for the benefit of the Holders of the Class Z Certificates; the Companion Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable; and
the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be
owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class Z


 






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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 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 the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition of any REO
Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master
Servicer who shall then remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any
gain on such disposition that is allocable to any 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 deposit into the Gain-on-Sale Reserve Account.


 


(g)          
[Reserved].


 


(h)          
[Reserved].


 


(i)           
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more 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


 






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Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section 3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.


 


(a)          
The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of
the Collection Account) 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 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


 






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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 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


 






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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 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,


 






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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 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 Section 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,


 






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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 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


 






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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 (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


 






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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, 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 Section 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 Section 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan,


 






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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 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


 






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(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. Notwithstanding the above, no written statement 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);


 






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(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, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)          
to pay any and all federal, state and local taxes imposed on 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 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 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.


 






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(e)           
[Reserved].


 


(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 such fees and (ii) if amounts on deposit
in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer
of the occurrence of 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


 






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the immediately
preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and 


 


(v)          
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses
that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any
Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of
the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any
successor REO 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


 






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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 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)


 






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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 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), and the Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Properties) shall maintain, 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


 






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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 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 Special Servicer; provided, however, that
if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer or, with respect to 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) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default as determined by the Special Servicer ((i) unless a Control Termination Event has
occurred and is continuing 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 AB Whole Loan Controlling Holder) 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 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


 






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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 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


 






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insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default,
the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard
to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance
consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense
of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver
such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for
those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance
or waiting for a response from the Directing Certificateholder or the related 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 and 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


 






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maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available
at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)          
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is 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


 






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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 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 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.






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Section 3.08     Enforcement of Due-on-Sale Clauses; Assumption Agreements.


 


(a)          As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as such Mortgage Loan or related
Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee
of record, shall determine, in a manner consistent with the Servicing Standard (or, in the case of any Non-Specially Serviced Loan,
if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer will determine, in a manner consistent
with the Servicing Standard and subject to the consent (or deemed consent) of the Special Servicer to the extent such action is
a Major Decision or Special Servicer Decision), whether (a) to exercise any right it may have with respect to such Mortgage
Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer,
consistent with the Servicing Standard or (b) to waive any right to exercise such rights, provided that with respect
to such waiver of rights, (i) with respect to all Mortgage Loans other than any Excluded Loan, the Special Servicer shall,
prior to itself taking such an action, obtain, prior to the occurrence and continuance of a Control Termination Event, the prior
written 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 AB Whole Loan Controlling Holder, to the extent
required under the Intercreditor Agreement) (or after the occurrence and during the continuance of a Control Termination Event,
but prior to a Consultation Termination Event, consult with the Directing Certificateholder pursuant to Section 6.08(a)
hereof), which consent shall be deemed given ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days) after receipt (unless earlier objected to by the Directing Certificateholder)
of the Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information
in the Special Servicer’s possession that is reasonably requested by 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 prior consent
of the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (iii) 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 Special Servicer prior to


 



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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 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, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee, then for so long as such Mortgage Loan or related Serviced
Companion Loan is being serviced under this Agreement, (i) the Special Servicer, on behalf of the Trustee as the mortgagee
of record, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion Loans involving
a Special Servicer Decision or Major Decision, shall determine in accordance with the Servicing Standard whether conditions to
a transfer or assumption have been satisfied, or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record,
with respect to any Non-Specially Serviced Loan if such action is not a Major Decision or Special Servicer Decision, shall make
such determination with respect to whether such conditions have been satisfied.


 


(b)         
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 






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(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 serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of record,
shall determine, in a manner consistent with the Servicing Standard (or, in the case of any Non-Specially Serviced Loan, if mutually
agreed to by the Master Servicer and the Special Servicer, the Master Servicer will determine, in a manner consistent with the
Servicing Standard and subject to the consent (or deemed consent) of the Special Servicer to the extent such action is a Major
Decision or Special Servicer Decision), whether (a) to exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided
that (i) with respect to such waiver of rights and with respect to any Mortgage Loan other than an Excluded Loan, the Special
Servicer has obtained prior to the occurrence and continuance of a Control Termination Event, the prior written 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 AB Whole Loan Controlling Holder, to the extent required under the Intercreditor
Agreement) (or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event, consulted with the Directing Certificateholder pursuant to Section 6.08(a) hereof), which consent shall be deemed
given ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with
respect to such waiver or exercise of such rights together with such other information in the Special Servicer’s possession
that is reasonably requested by 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 AB Whole Loan Controlling Holder, to the extent required
under the Intercreditor Agreement), and (ii) the Special Servicer 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


 



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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.


 


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, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


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 that is processing the related
action, 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, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the
Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Mortgage Loans (other than a Non-Serviced
Mortgage Loan) involving a Special Servicer Decision or Major Decision, shall determine whether conditions to further encumbrance
have been satisfied (provided that with respect to a Non-Specially Serviced Loan there is no lender discretion with respect
to the satisfaction of such conditions), or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record,
with respect to all Non-Specially Serviced Loans if such action is not a Major Decision or a Special Servicer Decision, shall make
such determination with respect to 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


 



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and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or Special Servicer Decisions, the
Master Servicer shall not agree to such modification, waiver, amendment, consent, request or other action without the prior written
consent of the Special Servicer. In connection with such consent, if the Master Servicer is processing such request or action,
the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver,
amendment, consent, request or other action, along with the Master Servicer’s written recommendation and analysis, and all
information in the Master Servicer’s possession that may be reasonably requested in order to grant or withhold such consent
by the Special Servicer or the Directing Certificateholder or other Person with consent or consultation rights; provided
that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such written notice
and all such reasonably requested information, plus the time period provided to the Directing Certificateholder or other relevant
party under this Agreement and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement,
the Special Servicer’s consent to such modification, waiver, amendment, consent, request or other action shall be deemed
granted.


 


(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 any Mortgage Loan without ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the
consent of the Directing 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 (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a)
or 3.08(b)


 



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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 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 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


 



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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 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.


 






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The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master
Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust
and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master
Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts
on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment
so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after
such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and
conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering
any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)         
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized ((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


 



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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 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.


 






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(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 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


 



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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 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


 



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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 any defeasance fees actually collected during the related Collection Period
in connection with the defeasance of a Mortgage Loan (other than any 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); (ii) (x) 50% of Excess
Modification Fees actually collected during the related Collection Period with respect to Non-Specially Serviced Loans (and any
related Serviced Companion Loan) and paid in connection with a consent, approval or other action that is a Major Decision
or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action) and (y) 100%
of Excess Modification Fees actually collected during the related Collection Period with respect to Non-Specially Serviced Loans
(and any related Serviced Companion Loan) and paid in connection with a consent, approval or other action that does not involve
a Major Decision or a Special Servicer Decision; (iii) (x) 100% of all assumption fees and earnout fees collected during
the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection
with a consent, approval or other action that does not involve a Major Decision or Special Servicer Decision and (y) 50% of
assumption fees and earnout fees and other similar items collected during the related Collection Period with respect to Non-Specially
Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major
Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100%
of assumption application fees collected during the related Collection Period with respect to Mortgage Loans (and any related Serviced
Companion Loan) for which the Master Servicer is processing the underlying assumption transaction (whether or not the consent of
the Special Servicer is required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans (and any related Serviced
Companion Loan) in connection with a consent that does not involve a Major Decision or Special Servicer Decision and (y) 50%
of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval
or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent,
approval or other action); (vi) any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans
and any Serviced Companion Loan; (vii) 100% of charges for beneficiary statements or demands (such as banking administrative
fees and other usual and customary account fees) actually paid by the Mortgagors with respect to the holding and/or processing
of funds pertaining to the accounts held by the Master Servicer pursuant to this Agreement or the related Mortgage Loan documents;
(viii) any Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans; (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


 



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extent such interest or other income is not required to
be paid to any Mortgagor under applicable law or under the related Mortgage Loan); and (x) to the extent provided in Section 3.11(d),
all Penalty Charges paid by the Mortgagors and accrued while the related Mortgage Loans (other than any Non-Serviced Mortgage Loan)
or any related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor Agreement) were not Specially
Serviced Loans (other than 50% of any Default Interest with respect to Non-Specially Serviced Loans to which the Special Servicer
is entitled pursuant to Section 3.11(c)). In addition, the Master Servicer shall be entitled to charge any Mortgagor
for, and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan), reasonable review
fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan
documents, and are actually paid by or on behalf of 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. 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.


 


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).


 






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(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) 100% of Excess Modification
Fees actually collected during the related Collection Period with respect to any modifications, waivers or amendments of any Specially
Serviced Loan or successor REO Mortgage Loans and any REO Companion Loan; (ii) 50% of Excess Modification Fees collected during
the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection
with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who
processes such consent, approval or other action); (iii) (x) 100% of assumption fees and earnout fees collected during
the related Collection Period with respect to Specially Serviced Loans (and any related Serviced Companion Loan) and (y) 50%
of assumption fees and earnout fees and other similar items collected during the related Collection Period with respect to Non-Specially
Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major
Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100%
of assumption application fees collected during the related Collection Period with respect to Mortgage Loans (and any related Serviced
Companion Loan, if applicable) for which the Special Servicer is processing the underlying assumption transaction; (v) (x) 100%
of consent fees on Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that involves
no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) and (y) 50%
of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that
is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);
(vi) 100% of charges for beneficiary statements or demands (such as banking administrative fees and other usual and customary
account fees) actually paid by the Mortgagors with respect to the holding and/or processing of funds pertaining to the accounts
held by the Special Servicer pursuant to this Agreement or the related Mortgage Loan documents; 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)
(with respect to Default Interest, subject to the second succeeding paragraph);


 



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and (viii) 50% of Default Interest accrued
with respect to a Non-Specially Serviced Loan to the extent described in the fourth succeeding paragraph. 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). In addition, the Special Servicer shall
be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited
under the related Mortgage Loan documents, and are actually paid by or on behalf of the related Mortgagor. 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 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 made 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


 



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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, 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.


 


During the Fee Restricted Period,
with respect to any Specially Serviced Loan that is a Specially Serviced Loan only because of an event described in clause (ii)
of the definition of “Servicing Transfer Event,” the Special Servicer shall not be entitled to a Workout Fee or Liquidation
Fee or any fee payable by the related Mortgagor, but the Special Servicer shall be entitled to 50% of the Default Interest that
accrued on such Specially Serviced Loan during such Fee Restricted Period and the Master Servicer shall be entitled to the remaining
50% of such Default Interest, in each case, to the extent actually collected from the related Mortgagor.


 


With respect to any Mortgage
Loan in which the Master Servicer and the Special Servicer are splitting Default Interest that accrues on that Mortgage Loan as
described above,


 



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neither the Master Servicer nor the Special Servicer shall be entitled to waive any Default Interest that is required
to be split without the consent of the other party; provided, however that such consent shall be granted or withheld
in accordance with the Servicing Standard.


 


In addition, with respect to
a Non-Specially Serviced Loan as to which a payment default described in clause (ii) of the definition of “Servicing
Transfer Event” has occurred and the Master Servicer and the Special Servicer agree that no Servicing Transfer Event exists
with respect to such Mortgage Loan or Serviced Companion Loan, the Master Servicer and the Special Servicer shall each be entitled
to 50% of the Default Interest that accrued on such Mortgage Loan or Serviced Companion Loan and was actually collected from the
related Mortgagor after such payment default described in clause (ii) of the definition of “Servicing Transfer Event”
and until such Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan or the Mortgage Loan is no longer in
payment default, whichever is earlier, and thereafter, the Special Servicer shall be entitled to 100% of the Default Interest if
the Mortgage Loan (or any Serviced Companion Loan) becomes a Specially Serviced Loan. The Master Servicer shall not waive any Default
Interest that is required to be split with respect to any such Mortgage Loan or Serviced Companion Loan without the consent of
the Special Servicer; provided, however that such consent shall be granted or withheld in accordance with the Servicing
Standard.


 


With respect to a Mortgage Loan
(or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) or (x)
of the definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Workout Fee or any
fee payable by the related Mortgagor only during any Imminent Default Workout Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Workout Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


With respect to a Mortgage Loan
(or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) of the
definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Liquidation Fee or any fee
payable by the related Mortgagor only during any Imminent Default Liquidation Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Liquidation Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


(d)        
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on


 



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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. Except as set
forth in the last four paragraphs of Section 3.11(c), 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 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


 



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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 (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


 



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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,
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


 



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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,
2017. 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 September 30, 2017 (if the
related Mortgagor provides sufficient information to report pursuant to CREFC® guidelines) and the calendar year
ending December 31, 2017 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 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


 



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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 of any of the following, 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 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 July 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


 



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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 July 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 July 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 July 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(i) 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, 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,


 



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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 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


 



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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.


 


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


 



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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 with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder of
such 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 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 the an 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 Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder
or beneficial holder of Book-Entry Certificates) or holder of such 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 the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under 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 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:


 






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(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 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);


 






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(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];


 


(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;


 






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(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;


 


(V)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(W)        
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(X)         
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(Y)          
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


 



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Termination Event to the extent the Certificate Administrator
has been notified of such Excluded Loan.


 


In the event that JPMorgan Chase
Bank, National Association in its capacity as 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. The Certificate Administrator shall, in addition to posting the applicable notices on the
“Risk Retention Special Notices” tab described in clause (Y) above, 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.


 


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.


 


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


 



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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 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


 



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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 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.


 






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(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 “JPMCC 2017-JP6” 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 Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)        
any notice of final payment on the Certificates;


 


(iv)       
any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)        
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)       
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)      
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)     
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)         
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(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;


 






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(xiv)      
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


 


(xvi)      
any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)    
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to
the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, 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


 


(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


 



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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 “JPMCC 2017-JP6” 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.


 


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 “JPMCC 2017-JP6” 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.


 






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(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. The Master Servicer or the Special Servicer, as applicable, shall not send such information directly to the
Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(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 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
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or
(z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
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


 



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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 Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer nor
the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability
for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13
unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(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),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 






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(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).


 


(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


 



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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 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


 



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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. 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;


 






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(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


 


(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;


 






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(ii)         
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)       
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the Special Servicer upon receipt;


 


(iv)        
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property; and


 


(v)         
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer shall be
entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed
to limit or modify such indemnification.


 


(d)         
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16     
Sale of Defaulted Loans and REO Properties.


 


(a)         
(i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer
shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal
shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however,
that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the
Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days)
after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based
upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard 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.


 






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(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 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.


 






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(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 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.


 






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(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 Holders of Certificates 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 Holders of Certificates
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.


 


(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,


 



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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 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


 



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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.


 


(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 and Pari Passu Companion Loans, as applicable,
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 and the Special Servicer shall be entitled to a Liquidation Fee for the entire


 



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AB Whole Loan. 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 AB Whole Loan
Controlling Holder. 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 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


 



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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.


 


(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


 



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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,
the Special 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, the Special 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).


 


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


 



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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 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) and Section 6.08, but subject to any other conditions set
forth thereunder (including, without limitation, the Special Servicer’s or


 



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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 or a Special Servicer 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 Special Servicer, as applicable, with respect to, or to consent
to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Master
Servicer shall not agree to any modification, waiver or amendment to the terms of a Mortgage Loan and/or Companion Loan that constitutes
a Major Decision or Special Servicer Decision without the prior written consent of the Special Servicer. In connection with such
consent, if the Master Servicer is processing such modification, waiver or amendment, the Master Servicer shall promptly provide
the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written
recommendation and analysis, and all information in to the Master Servicer’s possession that may be reasonably requested
by the Special Servicer in order to grant or withhold such consent; provided that in the event that the Special Servicer
does not respond within ten (10) Business Days (or 30 days in the case of an Acceptable Insurance Default) after receipt
of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or
withhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement
and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s
consent to such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension
entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years
prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold
estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve
(12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage
Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any
such extension, the party processing the transaction shall (1) provide the Trustee, the Certificate Administrator, 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, 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 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


 



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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) (which consent or
consultation shall be coordinated through the Special Servicer). Notwithstanding the foregoing, subject to the rights of the related
Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant
to the terms of the related Intercreditor Agreement and subject to the Special Servicer’s processing and/or consent rights
pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent
of the applicable Special Servicer or Directing Certificateholder, may modify or amend the terms of any Mortgage Loan and/or related
Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect
thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of
the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event 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


 



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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.


 


Upon receiving a request for
any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision (other than a matter listed
under subclauses (i) and (ii) of clause (v) of the definition of “Special Servicer Decision”) or a Major
Decision with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the Special
Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request,
the Special Servicer shall process such request and the Master Servicer shall have no further obligation with respect to such request
or such Special Servicer Decision or Major Decision.


 


(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 or Special Servicer 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 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 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


 



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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).


 


To the extent consistent with
this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a) and 3.08(b), and subject to the Special Servicer’s
processing and/or consent rights pursuant to Section 3.18(a) if any such waiver, modification or amendment constitutes
a Major Decision or Special Servicer Decision) or the Special Servicer may, consistent with the


 



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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 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 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


 



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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, the Directing Certificateholder (prior to the occurrence of
a Consultation Termination Event and other than with respect to an Excluded Loan), the applicable Companion Holder (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 (or if such Companion Loan is in a securitization, the master servicer of such Other Securitization), if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class 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(a)) 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 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)         
The Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect
to any Special Servicer Decision relating to a


 



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defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any
Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan
with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off
Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated
Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii),
(iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable
costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase
Agreement.


 


(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


 



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Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.18(a) with respect
to any such action that constitutes a Major Decision or a Special Servicer Decision) reasonably determines that allowing their
use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion
Loan documents or otherwise as a 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,” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for
any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(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-


 



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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 (v) in the definition of “Special Servicer Decision,”
if applicable, 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.


 


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


 



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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.


 


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 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


 



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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
occurrence of a Consultation Termination Event), (iii) the AB Whole Loan Controlling Holder with respect to any Serviced AB
Whole Loan, only to the extent the related Serviced AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period,
(iv) 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), (v) 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, (vi) 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 foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being
considered by the Special Servicer in connection with the proposed or taken actions;


 


(v)        
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 






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(vi)          a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)        an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)         the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


 


(x)           such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A summary of each 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


 



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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 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”.


 


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, 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 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.


 


Prior to an Operating Advisor
Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor promptly following
the


 



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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). 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 (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the 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 shall 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 either the revised Asset Status Report (until a Final Asset Status Report is issued) or notice that the Special
Servicer has decided not to revise such Asset Status Report, as applicable. 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 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


 



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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 AB Whole Loan Controlling Holder), to
the AB Whole Loan Controlling Holder. With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence
and continuance of a Control Termination Event, within ten (10) Business Days (or, if the Directing


 



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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


 



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and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier
Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer,
as applicable, any successor master servicer or 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 or a
Special Servicer Decision 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 collect
its Primary Servicing Fees as if no Servicing Transfer Event had occurred


 



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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 and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master
Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of
Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained by it (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 Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents


 



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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 Initial Sub-Servicer, no party 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 Due 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, and, at the Master Servicer’s or the Special
Servicer’s option, as applicable, upon the execution of an


 



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Investor Certification satisfying the requirements of Section 3.13(f),
make a 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.


 


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. In any case, such notification may be delivered via electronic
mail.


 


(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


 



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Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that
it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently
verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class.


 


(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, RREF III-D AIV RR, LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs.


 


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; (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; (vi) the Third Party Purchaser may have special relationships and interests that conflict with those
of other Holders of the Certificates; (vii) the Third Party Purchaser may act solely in its own interests; (viii) the
Third Party Purchaser does not have any liability or duties to the other Holders of any Class of Certificates; (ix) the Third
Party Purchaser may take actions that favor its own interests over the interests of other Holders of Certificates; and (x) the
Third Party Purchaser shall have no liability whatsoever for having so acted, and no other Certificateholder may take any action
whatsoever against the Third Party Purchaser or any director, officer, employee, agent or principal of the Third Party Purchaser
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 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, or any Certificateholder
and provide such information to the requesting party.


 






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(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 obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer
within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation
Termination Event or (iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination
that a Control Termination Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or is
terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class 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,
Class G-RR and Class NR-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, Class G-RR and Class NR-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


 



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Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement
and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related
Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement
of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything
contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and
Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees
that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related
Serviced AB Whole Loan, 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 


 



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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.


 


(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 Serviced Pari Passu Companion Holder, within the same time frame it is required
to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event) and (ii) to consult with any related Serviced Pari Passu Companion Holder on a strictly
non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder requests
consultation with respect to any such Major Decisions or 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


 



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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 Serviced Pari Passu Companion Holder
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. In no event 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


 



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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 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 on a transaction-level basis on a transaction
currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not publicly 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(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 






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(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).


 


(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 during the continuance of an Operating Advisor Consultation Event) and (iv) 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 (1) 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, (2) 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 Major Decision Reporting


 



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Package, and (3) 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 an Operating Advisor Consultation
Event occurred 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 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 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. 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


 



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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 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, 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 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).


 






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(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,
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 Major Decisions 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 material 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.


 


(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 (excluding the Non-Serviced Mortgage Loans, the Servicing Shift Loans
and 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


 



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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 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)            After the occurrence of a Consultation Termination Event, 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


 



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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 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), any Companion Holder 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


 



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deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)           The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days
prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer 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 shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular Class of Certificates, particular Certificateholders or any third party, and (iv) the Operating Advisor does not
constitute an “investment adviser” within the meaning of the Advisers Act.


 


(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.


 






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Section 3.27     Companion Paying Agent.


 


(a)           With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder.
The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)           No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)           This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, 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


 



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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.


 


Section 3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans.


 


(a)            In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer
and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)           If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)            In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(d)           In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any
notices or materials required to be furnished by 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, the Directing Certificateholder, prior to the occurrence and continuance
of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related
Intercreditor Agreement.


 






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(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
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].


 






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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
(in each such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator
or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, the Sponsor or any Underwriter
or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an
Impermissible TPP Affiliate, or (iii) 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 (in each
such case, an “Impermissible Operating Advisor Affiliate” or “Impermissible Asset Representations Reviewer
Affiliate”, respectively; and each 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 such Impermissible Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and
the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 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 Trust 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 Trust.


 


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


 



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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 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.


 


[End of Article III]


 


Article IV



Distributions TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)            On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of
Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account 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 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates and the
Class X-B 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;


 






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(ii)            second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the 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 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 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, the Class A-5 Certificates and the Class A-SB Certificates pro rata (based upon the aggregate unreimbursed
Realized Losses previously allocated to each such Class), up to an amount equal to the aggregate unreimbursed 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 Realized Loss was allocated to such Class;


 






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(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, 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 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 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 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 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 the 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 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 Realized Loss was allocated to such Class;


 






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(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 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 and Class C Certificates on such Distribution Date), until the
outstanding Certificate Balance 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 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 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 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 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 Realized Losses
previously allocated to such Class, plus


 



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interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related 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;


 


(xxiii)    
  twenty-third, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates, the Class E-RR Certificates and the 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 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 Realized Loss was allocated to such Class;


 


(xxv)      
 twenty-fifth, to the Holders of the Class NR-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;


 


(xxvi)    
  twenty-sixth, after the Certificate Balances of the Class A Certificates and the Class B, Class C,
Class D, Class E-RR, Class F-RR and Class G-RR Certificates have been reduced to zero, to the Holders of the Class NR-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, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class NR-RR Certificates is reduced to zero;


 


(xxvii)  
   twenty-seventh, to the Holders of the Class NR-RR Certificates, up to an amount equal to the unreimbursed 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 Realized Loss was allocated to such Class; and


 


(xxviii)     twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the 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 DTC based on the receipt of payments
as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer
shall promptly notify the


 



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Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts
to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)           [Reserved].


 


(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 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. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Related Certificates plus 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, and (ii) in the case of the Class LB and Class LC Uncertificated Interests, the Class X-B 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 and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are
referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account
to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates 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)(iii) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution
Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)           While the Certificate Balance of any Class of 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.


 






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(e)           (i) On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of any Mortgage
Loan during the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of
each Class of Regular 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 C and 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 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 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) any such 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 the Class
of Class X Certificates in such YM Group and (ii) with respect to the YM Group C and 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 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 such YM Group on such Distribution Date, and (b) any such 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 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 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 of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B and Class C
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


 



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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 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)           No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R or Class Z
Certificates.


 


(iii)          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 withdraw amounts from the Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Gain-on-Sale Remittance
Amount for such Distribution Date. The Certificate Administrator shall deposit such amounts in the Distribution Account for
distribution pursuant to Section 4.01(a) to the Holders of the Regular Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests). Amounts
paid in reimbursement of such Realized Losses shall not reduce the Certificate Balances of the Classes of Certificates
receiving


 



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such distributions. Any amounts remaining
in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to
the Principal Balance Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination
of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates
from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)           All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with 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 (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)            the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 






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(ii)            no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder or Holders
of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not
have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(h).


 


(i)             Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the
amounts and manner specified in Section 4.01(a) 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 solely to the Holders of the Class Z Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class Z Certificates 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


 



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from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)             to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)            to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)          to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(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:


 






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(i)               the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)              the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer
Remittance Date;


 


(iii)             the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)             the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)              the aggregate amount of unscheduled payments received;


 


(vi)             the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, 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 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 Certificates) Excess Interest;


 






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(xii)             the Pass-Through 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;


 


(xiv)        
  the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on
such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the
Principal Balance Certificates to date;


 


(xv)             the Certificate Factor for each Class of Certificates (other than the Class 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;


 






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(xxiv)         the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)          with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)         with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
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;


 






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(xxxiv)       
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


 


(xxxv)         
the amount of any Excess Interest actually received.


 


In the case of information furnished
pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxxv) above,
the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive
Certificate.


 


With respect to the information
identified in clause (xxxiv), 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 Holder of a Certificate, 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 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 information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to
any party to this Agreement, the Rating Agencies or any Certificateholder or any


 



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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 Sections 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(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).





 


(d)             
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer


 



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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


 



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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 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 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


 



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Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as the case may be, or otherwise. 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 and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related 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 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.


 






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Section 4.04      Allocation
of Realized Losses.


 


(a)             
On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for
purposes of this 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 after giving effect to
distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation
of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an
allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will
not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance
of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the
unreimbursed Realized Losses allocated to such Class of Certificates.


 


(b)             
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write off shall be allocated first, to the Class NR-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D
Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth,
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.


 


(c)            
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, 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)              
[Reserved].


 






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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, 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 Certificates (other than the Senior Certificates and the Class R and Class Z 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 NR-RR Certificates, second, to the Class G-RR Certificates, third,
to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, and finally, to the Class A-S
Certificates).


 


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 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.


 






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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, 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 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


 



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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 Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Control Eligible
Certificates, if any.


 


(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


 



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Servicer shall not be liable for failure
to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder.
Such report shall also be forwarded by the Master Servicer, 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. 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 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 Class Z Certificates, their allocable share of income
and expense with respect to the Excess Interest 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 and Hare & Co, LLC are
the only “middlemen” 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, by acceptance of its interest in such class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the
price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class Z 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


 



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reply to the Inquiry, which reply
of the Master Servicer, Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator
by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall
make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer
or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period
of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate
Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor
determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception), 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


 



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Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding
the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response
would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled
to receive under the terms of this Agreement.


 


(b)             
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a
Privileged Person and (b) it grants authorization to the Certificate Administrator to make its name and contact information
available on the Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled
to access to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s
name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from
the Investor Registry (which notice may not be within forty-five (45) days of its registration), the Certificate Administrator
shall promptly remove it from the Investor Registry. The Certificate Administrator 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


 



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by the 17g-5 Information Provider in response
to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or
any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency
Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the
Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of
its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement,
it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email
of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason
it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider 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


 



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Data Room other than the contents of the Diligence Files initially delivered to it by
the Depositor.


 


(b)             
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)              
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 


[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,


 



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substitutions and other variations as
are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not
less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A
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 Z Certificates and the Class R Certificates) will be issuable in minimum Denominations of authorized initial
Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original
Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or
initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not
exceed such amount. The 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) 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


 



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the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a
Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of
effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby initially appointed
the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent
is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)             
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificate during the 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 Class R and Class Z Certificates and the
Risk Retention Certificates (during the Transfer Restriction Period), 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


 



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respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall
only be in the form of Definitive Certificates, and the Risk Retention Certificates shall only be issued in the form of Definitive
Certificates at all times during the 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 Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive Certificates in
the Retained Interest Safekeeping Account by the Certificate Administrator (and each 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 holder of the
Risk Retention Certificates 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


 



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addition, if the Risk Retention
Certificates are held by more than one Retaining Party, the Certificate Administrator shall establish one or more subaccounts to
the Retained Interest Safekeeping Account for each Retaining Party. The Risk Retention Certificates to be delivered in physical
form to the Certificate Administrator shall be delivered 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 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 Retaining Parties. During the Transfer Restriction Period and for
such longer time as the 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 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 Third Party Purchaser 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 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, (ii) holding the Risk Retention Certificates


 



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as Definitive Certificates on behalf of each Holder of such Class
and (iii)  transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.
No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(b)             
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)             
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 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


 



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Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 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


 



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participant
account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary
Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted
Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that
the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person
acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the
Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee
to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”)
and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited,
from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate that is being transferred.


 


(f)              
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case
may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in
the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to
the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially
exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar
shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented
thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase
in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same


 



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benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)              
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a) a Class R Certificate or (b) a Risk Retention Certificate during the Transfer Restriction Period) wishes at
any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the
form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 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 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 other than upon initial issuance, 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 the Transferee substantially in the form attached


 



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hereto
as Exhibit D-3, 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, which
such certification must be countersigned by the Retaining Sponsor. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.03(a), reflect such Risk Retention Certificate in the name of the prospective
Transferee. No attempted transfer of a Risk Retention Certificate shall be effective unless the Transferor provided notice to the
Depositor of such planned transfer ten (10) days prior to the occurrence of such transfer. For the avoidance of doubt, in
no event shall a Risk Retention Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the
Transfer Restriction Period, the Risk Retention Certificates may be transferred subject to the restrictions on transfer set forth
in this Article V. Any attempted or purported transfer that is not in compliance with this Section 5.03(i)
shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor
of any obligations with respect to the applicable Certificates.


 


(j)               
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)             
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)               
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)            
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by
the Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)             
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchaser or with respect to the Risk Retention Certificates, the 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


 



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employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32)
of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d)
of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting
on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets within the meaning
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 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,
any sub-servicer, the Initial Purchaser, 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 Certificate Registrar shall not register the sale, transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Certificate Administrator has 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 Purchaser, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or
the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not 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 within the meaning 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


 



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shall vest no rights in any purported transferee and shall not relieve the transferor
of any obligations with respect to the applicable Certificates.


 


Each Person who has or acquires
any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed
to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject
to the following provisions:


 


(i)               
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire
or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that
is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change
in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect,
and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of
the Residual Ownership Interest as soon and as fully as possible.


 


(ii)             
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed
Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require
the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed
transferor, an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the
proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows
generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the
Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee
has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other
middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound
by and to abide by the provisions of this Section 5.03(o) and (y) other than in connection with the initial issuance
of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has no


 



    	-328- 



     


    

 


actual knowledge or reason to know that the proposed transferee’s statements therein
are false.


 


(iii)             
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than 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, including any fiduciary purchasing any such Certificates on behalf of a Plan (each, a “Plan Fiduciary”),
will be deemed to have represented 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


 



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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 Certificates by the 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 a Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under
the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the
laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the Plan is invested in the Offered Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be
satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the Plan investing in 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 Plan of the Certificates;


 


(iii)            
the Plan Fiduciary is a “fiduciary” with respect to the 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 Plan’s acquisition of
the Certificates;


 


(iv)            
none of the Transaction Parties has exercised any authority to cause the Plan to invest in the Certificates or to negotiate
the terms of the Plan’s investment in such Certificates; and


 


(v)             
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking
to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment
advice or otherwise made a recommendation, in connection with the Plan’s acquisition of the Certificates; and (b) of the
existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of such Certificates.


 


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


 



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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 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.


 


(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 or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following


 



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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.


 


(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 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment of Certificate Administrator.


 


(a)             
Wells Fargo Bank, National Association, is hereby initially appointed Certificate Administrator in accordance with the terms
of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate
administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder
which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)             
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 






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(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     [Reserved].


 


Section 5.10     Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer
such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with respect
to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


 


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance 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


 



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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.


 


[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, each Serviced Companion


 



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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 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;


 






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(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, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)              
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Florida, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)              The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)             The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)             This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special


 



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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.


 


(c)             
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Special Servicer, as of the Closing Date, that:


 


(i)               
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 






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(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;


 


(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


 






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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;


 


(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


 



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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;


 


(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 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.


 






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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 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


 



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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 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.


 






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Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others.


 


(a)         
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion
Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any such Person against any breach of warranties or representations made by it herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties
or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may
rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the 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 or the Certificates, other than any loss, liability or expense: (i) specifically required to be
borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made
by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations
or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor
and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with
any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final
non-appealable court order), neither the Trustee nor the Certificate Administrator 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 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


 






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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, 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


 






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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.


 


(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,


 






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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 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.


 


(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


 






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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 or this
Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of
other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA 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).


 






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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.


 


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 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


 






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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 Specially Serviced Loans
(other than any Excluded Loan or Servicing Shift Mortgage Loan) and (2) the Special Servicer with respect to Non-Specially
Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), as to all matters constituting Major Decisions.
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, (i) the Master Servicer shall not be permitted to make (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 AB Whole Loan Controlling Holder has been obtained
by the Special Servicer or (B) any of the following actions irrespective of whether any such Major Decision constitutes a
“Major Decision” under, and as defined in, the related Intercreditor Agreement (each a “Major Decision”)
unless it has obtained the consent (or deemed consent) of the Special Servicer (except as otherwise provided for in the first proviso
following the Major Decisions listed below), and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred (such limitation
not applicable to a Loan-Specific Directing Certificateholder) and is continuing, the Special Servicer shall not be permitted to
take any of the following actions or consent to the Master Servicer’s taking any of the following actions (except as otherwise
provided for in the first proviso following the Major Decisions listed below) as to which the Directing Certificateholder has objected
in writing (i) with respect to any Major Decision other than pursuant to clause (ix) below, within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) and (ii) within
thirty (30) days with respect to clause (ix) below, in each case, after receipt of a written report by the Special
Servicer describing in reasonable detail (I) the background and circumstances requiring action of the Special Servicer, (II) a
proposed course of action recommended and (III) all information reasonably requested by the Directing Certificateholder, and
in the Special Servicer’s 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


 






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objection
has not been received by the Special Servicer, within such five (5) Business Day, ten (10) Business Day or thirty (30) day
period, then the Directing Certificateholder will be deemed to have approved such action):


 


(i)        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 Loans as
come into and continue in default;


 


(ii)       any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the Maturity Date of such Mortgage
Loan or Serviced Whole Loan;


 


(iii)      any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan) or REO Property (other than in connection with the
termination of the Trust) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell
in accordance with this Agreement, in each case for less than the applicable Purchase Price;


 


(iv)      any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(v)       requests for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage
Loan (other than 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 the other conditions to the release set forth in the related Mortgage Loan documents
that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan documents
or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance
of such collateral;


 


(vi)      any waiver of a “due on sale” or “due on encumbrance” clause with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt,


 






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other
than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;


 


(vii)     (1) any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A) with a principal
balance greater than $15,000,000 or (B) where the property management company will be an Affiliate of the related Mortgagor
following such change or (2) franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or Serviced Whole Loan, in each case, for which the lender is required to consent or approve under the Mortgage Loan documents);


 


(viii)    any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
or releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(ix)       any determination of an Acceptable Insurance Default;


 


(x)        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 under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xi)       any modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement
related to a Mortgage Loan, or any action to enforce rights with respect thereto, to the extent the Directing Certificateholder
or any affiliate does not own any controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan,
if applicable; and


 


(xii)      any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, however, that, with respect
to the 211 Main Street Whole Loan, prior to a related Control Appraisal Period, “Major Decision” shall have the meaning
assigned to such term in the related Intercreditor Agreement; provided, further, that in the event that the Special
Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such action), as
applicable, determines that immediate action, with respect to the foregoing matters (or any other matter requiring the 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 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


 






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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 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); 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. The Special Servicer is not 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 Special Servicer 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 Special Servicer
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 Special Servicer 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 Special Servicer from
consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan or any other
Mortgage 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, deemed approval or objection to such 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 Servicing Officers 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 and potential conflicts of interest with respect to such Major Decision
and/or Asset Status Report. In addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Special
Servicer shall also consult with the Operating Advisor (telephonically or electronically) 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


 






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within ten (10) Business Days following the later of (i) its written request for input on any required
consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to
the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the
specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any
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.


 


Upon receiving a request for
any matter that constitutes a Major Decision with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall
forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no further
obligation with respect to such request; provided, however, that notwithstanding the foregoing, the Master Servicer
and Special Servicer may mutually agree that the Master Servicer shall process and obtain the prior consent of the Special Servicer
with respect to any of the Major Decisions with respect to any Non-Specially Serviced Loan and the Master Servicer and the Special
Servicer shall each be entitled to 50% of any Excess Modification Fees, consent fees, ancillary fees (other than fees for insufficient
or returned checks), assumption fees, transfer fees, earnout fees and similar fees (other than assumption application fees, defeasance
fees and review fees) paid in connection with such matters, whether or not the Master Servicer processes such request.


 


If there is any request for consent
required to be delivered to the Directing Certificateholder directly by the Master Servicer, the Directing Certificateholder shall
be entitled ten (10) Business Days to respond before its consent is deemed given notwithstanding any affiliation between the
Directing Certificateholder and the Special Servicer).


 


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


 






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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 AB Whole Loan
Controlling Holder, as applicable) or any advice from the Directing Certificateholder (or the AB Whole Loan Controlling Holder,
as applicable), would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan,
applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder (or the 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 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


 






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owed
to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees
that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including
the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders of the Controlling
Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole Loan Controlling
Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced Whole
Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that
such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and
interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)         
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any 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


 






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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.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


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


 


(a)         “Servicer Termination Event,” wherever used herein, means, 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


 






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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 Certificateholders
or 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


 






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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.


 


(b)         If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may,
and at the written direction of ((i) 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) or the Holders
of Certificates entitled to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to
terminate each of the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if
there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with
a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than
as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and
under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer and Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide
the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04)
hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by
it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be


 






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received
with respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with
respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer)
or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


(c)         
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (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 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


 






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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
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 66 2/3% 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


 






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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 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.


 


An 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


 






    	-361- 



     


    

  


any additional
information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further,
that in no event shall the information or any other content included in such written recommendation contravene any provision of
this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation)
and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and 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 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.


 






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For the avoidance of doubt, the
indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,
any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d)
(regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special
Servicer).


 


(e)         
The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and (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


 






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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 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 


 






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information or
moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor
master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the
representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses
incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required
to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special
servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master
servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans 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


 






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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 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 Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)         
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan
is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 






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Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer
Termination Event; provided, however, that a 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]


 






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Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator.


 


(a)         
The Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing
or waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as
are specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee
and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)         
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished 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


 






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opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)         
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)         Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of 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 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 or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the


 






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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;


 


(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


 






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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 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


 






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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 or of any
Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any
Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or
withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer
or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for 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


 






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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
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


 






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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), (g) and (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 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.


 






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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 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


 






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the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. 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 removed trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities.


 


(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-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


 






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outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6
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 JPMCC Commercial Mortgage
Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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


 






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reasonably be required to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)         
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)         
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the 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


 






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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 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


 






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appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)         
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


(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; 


 



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(vii)         
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the 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 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


 






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the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)         
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


 


(vi)         No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(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


 






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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, 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


 






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the outstanding Certificates (other than the Class R
Certificates and the 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 Certificates and the Class Z Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R
Certificates and the 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 Certificates and the 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, 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 Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto,
and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and
Related Lower-Tier Regular Interests. 


 



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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 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


 






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Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination pursuant
to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to Holders of the Class Z Certificates so presented, any
amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred
from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date,
shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with Sections 4.01(a), 4.01(c), 4.01(d) and 4.01(e). 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:


 






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(i)         
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)         during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)        within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in
respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims),
and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration.


 


(a)         
The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other
appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular
Interests 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 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,


 






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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 designated as the “tax matters person”
of each Trust REMIC, in the manner provided under Treasury Regulations Section 1.860F-4(d). The Certificate Administrator
shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code of each Trust
REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to the irrevocable designation of
the Certificate Administrator as the “tax matters person” and “partnership representative” of each Trust
REMIC.


 


(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 Certificate Administrator shall apply for any necessary
Employer Identification Numbers using IRS Form SS-4. 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


 






    	-388- 



     


    

  


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 “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)         
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are 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


 






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in the manner specified
in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the
Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent
such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


 


(h)         
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)          
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)         
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates 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


 






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provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02   
Use of Agents.


 


(a)         
The Trustee shall execute all of its obligations and duties under this Article X through its Corporate Trust
Office. The Trustee may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X by
virtue of the appointment of any such agents or attorneys.


 


(b)         
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator.


 


(a)         
The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the
Depositor receives a request from the Certificate Administrator, all information 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


 






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authorities. In
the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby
agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)         
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)         
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of
resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and
the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor
REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC
Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and


 






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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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, and
any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor
and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or
designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures
relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations
Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third
party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with
such obligation.


 


Section 11.02   
Succession; Subcontractors.


 


(a)         
As a condition to the succession to the Master Servicer and 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 


 






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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, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and
any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related
Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement
to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such
Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain,
and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such
Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each
case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)         
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence,
that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes
of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor
and the Certificate Administrator of any such Sub-Servicer and


 






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Sub-Servicing Agreement. Other than with respect to the Initial
Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to
be filed under the Exchange Act).


 


(d)         
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)         
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation
AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)         
Any information furnished pursuant to this Section 11.02 shall also be provided, 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


 






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or “significant obligor” as of the Closing Date other than with respect to itself or
any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)         
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was
either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval
and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended,
the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate
with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A.
Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall
be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g) 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.


 






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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 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 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


 






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(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 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


 






    	-398- 



     


    

 


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(c),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for
any Form 10-D or Form ABS-EE can be contacted at 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


 






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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 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


 



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(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, 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


 






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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 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.


 



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(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 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


 






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reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by
such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided
pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described
to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided
for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,
or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to the Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject
to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification
shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
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.


 



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As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if
applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later
than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no
later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth 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


 






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inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer
or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify and
(ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and
the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything to the
contrary in this Section 11.07, with respect to each year in which the Trust 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


 






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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, 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


 






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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, 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,


 






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and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria
as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall be addressed
to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee 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


 






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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 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


 






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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 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.


 



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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.


 


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


 






    	-412- 



     


    

 


election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal
fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s 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


 






    	-413- 



     


    

 


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 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


 






    	-414- 



     


    

 


with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of
Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence
of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates
harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material
misstatements or omissions or alleged material misstatements or omissions in any such offering material to the extent that such
material misstatement or omission was made in reliance upon any such information provided by the Trustee (where such information
pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement),
the Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any specific
aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (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


 






    	-415- 



     


    

 


(which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement
(so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization
such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate
administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements
of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time
periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan
Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) 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).


 



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(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 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).


 



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(f)           Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(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 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.


 



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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 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. (a) For purposes of this Agreement, the Mortgagors under Mortgage
Loan No. 1 identified as “245 Park Avenue” on the Mortgage Loan Schedule is a significant obligor (“Significant
Obligor”). With respect to the Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form 10-K provide for the
inclusion of updated net operating income of the related Mortgagor, as required by Item 1112(b) of Regulation AB, (i) on the related
Form 10-D to be filed by the Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline
or (ii) on each Form 10-K filed by the Trust, as applicable. The parties hereto acknowledge that the date on which financial statements
are required to be delivered to the related lender under the related Mortgage Loan documents is twenty (20) days following the
end of each fiscal quarter or ninety (90) days following the end of each fiscal year, as applicable, as set forth in Section 5.1.11
of the related loan agreement.


 


(b)          [Reserved].


 


(c)          If the Certificate Administrator has not timely received financial information from the related Non-Serviced Master Servicer
or the related Mortgagor, as applicable, satisfactory to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as


 






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the case
may be, the Certificate Administrator shall include the following statement with respect to Item 6 on the related Form 10-D or
Item 1112(b) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)] rests with a person or
entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the
extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112
(b)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing
deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934,
as amended” or such other statement as shall be required by the Depositor.


 


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 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


 






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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 of such determination 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 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 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


 






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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 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


 






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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 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.


 



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(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 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


 






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“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 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.


 



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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 0.00060% 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.


 


(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


 






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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 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


 






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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.


 


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


 






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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 promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations
Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each
and every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the
Trustee (i) may or (ii) upon the written direction of Holders of 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


 






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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 more than 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer 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 the 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 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 and each Certificateholder within one Business Day of such appointment.


 



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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]


 


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;


 



    	-431- 



     


    

 


(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 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 


 






    	-432- 



     


    

 


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 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, 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 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 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); or


 


(xi)          to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage
Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such


 






    	-433- 



     


    

 


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 Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)           reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, 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


 


(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


 






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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 Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced Companion
Loan(s).


 


(d)          Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish 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 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


 






    	-435- 



     


    

 


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 the 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.


 


Section 13.02   
Recordation of Agreement; Counterparts.


 


(a)          To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Certificate Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor
(which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall
be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)          For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)          The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders.


 


(a)          The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle
such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any
court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.


 



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(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 shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the
Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein,
or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c),
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE


 






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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 or sent by facsimile transmission (other than with respect
to the Depositor or Mortgage Loan Sellers) which shall be deemed to have been duly given only when received, to:


 


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: US_CMBS_Notice@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, Esq.

Email: US_CMBS_Notice@jpmorgan.com


 



    	-438- 



     


    

 


In the case of the Master 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


 


In the case of the Special Servicer:


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the Directing Certificateholder:


 


RREF III-D AIV RR, LLC

c/o Rialto Capital Management LLC


 






    	-439- 



     


    



600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646

Email: josh.cromer@rialtocapital,com


 


With a copy to


 


RREF III-D AIV RR, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646

Email: joseph.bachkosky@rialtocapital.com


 


In the case of the Trustee:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC 2017-JP6 Commercial Mortgage Securities Trust Series 2017-JP6


 


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 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC 2017-JP6 Commercial Mortgage Securities Trust Series 2017-JP6


 


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


 



    	-440- 



     


    

 


In the case of the Custodian:


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – JPMCC 2017-JP6

Email: CMBSCustody@wellsfargo.com


 


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: JPMCC 2017-JP6 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with JPMCC 2017-JP6 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)	Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman



 


		(iii)	Starwood Mortgage Funding VI LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Email: lfairbanks@starwood.com



 



    	-441- 



     


    

 


with a copy to:


 


LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Vincent P. Kallaher, Senior Vice President

Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Andrew J. Sossen

Email: asossen@starwood.com


 


In the case of any mezzanine lender:


 


The address set forth in the related
Intercreditor Agreement.


 


To each such Person, such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage 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


 






    	-442- 



     


    



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 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, 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.


 



    	-443- 



     


    

 


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 the 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.


 


(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


 



    	-444- 



     


    

 


(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;


 


(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


 






    	-445- 



     


    

 


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]


 







    	-446- 



     


    

 


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/
Dwayne McNicholas
	 	 	Name:	Dwayne McNicholas
	 	 	Title:	Vice President
	 	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

 Master Servicer
	 	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:	David A. Eckels 
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC, 

Special Servicer
	 	 	 	 
	 	By:	/s/ Cheryl Baizan
	 	 	Name:	Cheryl Baizan
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	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







 


JPMCC
2017-JP6 – Pooling and Servicing Agreement


 




    	 



     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory for Pentalpha
    Surveillance LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	Operating Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory for Pentalpha
    Surveillance LLC







 


JPMCC
2017-JP6 – Pooling and Servicing Agreement


 






    	 



     


    

 


	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY
    OF NEW YORK	)	 


On
the 16 day of June, 2017, before me, a notary public in and for said State, personally appeared Dwayne McNicholas known to me
to be a Vice President 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 Vice
President 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
	My commission expires:	 	Notary
    Public, State of New York
	February
    27, 2021	 	Qualified
    in New York County
	 	 	No.
    01DE6355030
	 	 	My
    Commission     Expires February 27, 2021


 


JPMCC
2017-JP6 – Pooling and Servicing Agreement






     

     

    

 


	STATE
    OF KANSAS	)	 
	 	)	ss.:
	COUNTY
    OF JOHNSON	)	 


On
the 12th day of June, 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, 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 entity 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
	 	 	 


 


JPMCC
2017-JP6 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF FLORIDA	)	 
	 	)	ss.:
	COUNTY
    OF MIAMI-Dade	)	 


On
the 12th day of June, 2017, before me, a notary public in and for said State, personally appeared Cheryl Baizan known
to me to be a CFO of Rialto Capital Advisors, LLC, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such limited liability company, and acknowledged to me that such Cheryl Baizan 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/
    GALAXIA MARQUEZ
	 	 	Notary
    Public
	[SEAL]	 	 
	 	 	MY
    COMMISSION # FF 161362
	My commission expires:	 	EXPIRES:
    September 18, 2018
	 	 	Bonded
    Thru Notary Public Underwriters


 


JPMCC
2017-JP6 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF Maryland	)	 
	 	)	ss.:
	COUNTY
    OF Howard	)	 


On this 12
day of June, 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]

         

        My
        Commission Expires:
	AMY
                                    MARTIN

        NOTARY
        PUBLIC - MARYLAND

        ANNE
        ARUNDEL COUNTY

        My
        Commission Expires on February 22, 2021



 


JPMCC
2017-JP6 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF Maryland	)	 
	 	)	ss.:
	COUNTY
    OF Howard	)	 


On
this 12 day of June, 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]

         

        My
        Commission Expires:
	AMY
                                    MARTIN

        NOTARY
        PUBLIC - MARYLAND

        ANNE
        ARUNDEL COUNTY

        My
        Commission Expires on February 22, 2021



 


JPMCC
2017-JP6 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY
    OF FAIRFIELD	)	 


On
the 13th day of June, 2017, before me, a notary public in and for said State, personally appeared James Callahan known
to me to be an Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such executive 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 31, 2019
	 


 


JPMCC
2017-JP6 – Pooling and Servicing Agreement






     

     

    

 


EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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




 

 








		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



  






    	 A-1-1



     


    

 


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: 1.9306%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING 

AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT 

(AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE 

CERTIFICATE BALANCE OF THE 

CLASS A-1 CERTIFICATES AS OF THE 

CLOSING DATE: $26,228,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A 

DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, 

LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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.


 


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 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 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 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 (a “grantor trust”) 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


 






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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 CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






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(xi)         to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    	 A-1-8



     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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,
with the consent of the Master Servicer, 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.


 




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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:	June 16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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


 




 








		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    	 A-2-1



     


    

 


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: 3.0500%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING 

AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT 

(AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE 

CERTIFICATE BALANCE OF THE CLASS 

A-2 CERTIFICATES AS OF THE CLOSING 

DATE: $123,971,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A 

DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, 

LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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.


 


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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    	 A-2-7



     


    

 


(xi)         to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    	 A-2-8



     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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,
with the consent of the Master Servicer, 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:	June 16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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





 


 






		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.






 






    A-3-1 


     


    

 


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: 3.1085%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $86,731,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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
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.


 


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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-3-7 


     


    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-3-8 


     


    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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: June
16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


   


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 



SERIES
2017-JP6, 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
UNDERWRITERS, 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 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


 





 






		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 






    A-4-1 


     


    

 


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: 3.2238%

         

        DENOMINATION:
        $[              ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $80,000,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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-4 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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-4-4 


     


    

 


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-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
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.


 


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 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 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-4-5 


     


    

 


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-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 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 (a “grantor trust”) 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-4-6 


     


    

 


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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-4-7 


     


    

 


(xi)      to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-4-8 


     


    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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: June
16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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


 





 






1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry
Certificate legend. 


 






    	A-5-1



     


    

 


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: 3.4898%

         

        DENOMINATION:
        $[              ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE

        POOLING AND SERVICING AGREEMENT

        (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE CLASS

        A-5 CERTIFICATES AS OF THE CLOSING

        DATE: $200,074,000

         
	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A 

DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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-5 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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-5-4



     


    

 


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-5 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
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.


 


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 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 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-5-5



     


    

 


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-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 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 (a “grantor trust”) 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-5-6



     


    

 


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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    	A-5-7



     


    

 


(xi)          to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    	A-5-8



     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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: June
16, 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-SB


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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


 


 






1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry
Certificate legend. 


 






    	A-6-1



     


    

 


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: 3.2829%

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE

        POOLING AND SERVICING AGREEMENT

        (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE CLASS

        A-SB CERTIFICATES AS OF THE CLOSING

        DATE: $33,632,000

         
	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A

                                                                                                                    DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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
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.


 


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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    	A-6-7



     


    

 


(xi)          to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    	A-6-8



     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE


 


 









1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-7-1


     

    

 


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 JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $627,331,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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.


 


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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-7-7


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-7-8


     

    

 


and Servicing Agreement by any-Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 BALANCE 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. 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-8-1


     

    

 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $68,830,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-8-2


     

    

 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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-8-3


     

    

 


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 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.


 


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 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 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-8-4


     

    

 


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 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 (a “grantor trust”) 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-8-5


     

    

 


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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-8-6


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-8-7


     

    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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-8-8


     

    

 






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:	June 16, 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-8-9


     

    

 


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-8-10


     

    







 


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-8-11


     

    

 





 


EXHIBIT
A-9


 


FORM
OF CLASS A-S CERTIFICATE


 


CLASS
A-S


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 



 










		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



 



    	A-9-1 



     


    

 


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 AND CLASS X-B
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	A-9-2 



     


    




 


	PASS-THROUGH
                           RATE: 3.7438%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $76,695,000

         
	 	MASTER
                           SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-9-3 



     


    

 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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-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 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
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.


 


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 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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    	A-9-7 



     


    

 


(xi)         to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 



    	A-9-8 



     


    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
                                         16, 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-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 B CERTIFICATE


 


CLASS
B


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 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


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



 



    	A-10-1 



     


    

 


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 A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	A-10-2 



     


    




 


	PASS-THROUGH
                           RATE: 3.9461%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $34,415,000

         
	 	MASTER
                           SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-10-3 



     


    

 





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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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
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.


 


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 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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    	A-10-7 



     


    

 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)    
    reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 



    	A-10-8 



     


    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
                                         16, 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-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 C CERTIFICATE


 


CLASS
C


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
UNDERWRITERS, 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 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 






 









		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



  


    A-11-1 


     

    

 


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
A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.






    A-11-2 


     

    

  


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $34,415,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-11-3 


     

    

 





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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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
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.


 


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 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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-11-7 


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 



    A-11-8 


     

    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June 16, 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-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 D CERTIFICATE


 


CLASS
D


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
INITIAL PURCHASER, 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	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-12-1 


     

    

 


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 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
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-12-2 


     

    

 





	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $9,832,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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]

         






 






    A-12-3 


     

    




 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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
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.


 


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 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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-12-7 


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 



    A-12-8 


     

    

 


and
Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June 16, 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-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 E-RR CERTIFICATE


 


CLASS
E-RR


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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 THE 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.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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
INITIAL PURCHASER, 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.



 






    A-13-1 


     

    





 


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 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
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-13-2 


     

    

 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS E-RR CERTIFICATES AS OF THE CLOSING DATE: $29,499,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-13-3 


     

    

 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR, LLC] 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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-13-4 


     

    

 


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
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.


 


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 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 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-13-5 


     

    

 


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.


 


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 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 (a “grantor trust”) 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-13-6 


     

    

 


(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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-13-7 


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-13-8 


     

    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
16, 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-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 F-RR CERTIFICATE


 


CLASS
F-RR


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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 THE 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.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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
INITIAL PURCHASER, 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.



 



    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 WITHIN THE MEANING 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 BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    A-14-2 


     

    

 


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
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-14-3 


     

    

 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS F-RR CERTIFICATES AS OF THE CLOSING DATE: $16,715,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-14-4 


     

    

 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR, LLC] 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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
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.


 


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 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 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 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 






    A-14-8 


     

    

 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling


 






    A-14-9 


     

    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June
16, 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-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 G-RR CERTIFICATE


 


CLASS G-RR


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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 THE 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.


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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 INITIAL PURCHASER, 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.



 



     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 WITHIN THE MEANING
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 BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 



     A-15-2


     


    

 


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 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-15-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[         ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 16, 2017

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS G-RR CERTIFICATES
        AS OF THE CLOSING DATE: $7,867,000

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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-15-4


     


    

 


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 Gain-on-Sale Reserve Account, the Excess Interest Distribution 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 FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: RREF III-D AIV RR, LLC] 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 June 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 JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 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 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.


 


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 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 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 G-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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 



     A-15-8


     


    

 


(xi)      to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling


 



     A-15-9


     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related
Non-Serviced Companion Loan(s).


 


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, with the
consent of the Master Servicer, 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:	June 16, 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-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 NR-RR CERTIFICATE


 


CLASS NR-RR


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, CLASS NR-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 THE 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.


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: 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 INITIAL PURCHASER, 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.



 



     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 WITHIN THE MEANING
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 BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 



     A-16-2


     


    

 


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 A-S, CLASS B, CLASS C, CLASS D,
CLASS E-RR, CLASS F-RR AND CLASS G-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 JUNE 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 16, 2017

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS NR-RR
        CERTIFICATES AS OF THE CLOSING DATE: $26,548,166

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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.: [NR-RR-1]




 



     A-16-4


     


    

 


CLASS
NR-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 Gain-on-Sale Reserve Account, the Excess Interest Distribution 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 FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: RREF III-D AIV RR, LLC] is
the registered owner of the interest evidenced by this Certificate in the Class NR-RR Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of June 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 NR-RR Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 NR-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 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.


 


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 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 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 NR-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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 



     A-16-8


     


    

 


(xi)      to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling


 



     A-16-9


     


    

 


and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related
Non-Serviced Companion Loan(s).


 


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, with the
consent of the Master Servicer, 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:	June 16, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS NR-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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
INITIAL PURCHASER, 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) IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	 	 A-17-1	 



     


    

 


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 WITHIN THE MEANING
OF 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 JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        CLASS
        R PERCENTAGE INTEREST: [100%]

         
	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 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 designated the
“tax matters person” of each Trust REMIC in the manner provided under Treasury Regulations Section 1.860F-4(d)
of each Trust REMIC. The Certificate Administrator shall be designated as the “partnership representative” within
the meaning of Section 6223 of the Code of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates
hereby agree to the irrevocable designation of the Certificate Administrator as the “tax matters person” and “partnership
representative” of 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 the Pooling and Servicing Agreement, on the
Distribution Date to the Person in whose name this Certificate is


 






    	 	 A-17-4	 



     


    

 


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 (determined without regard to any possible future reimbursement of 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.


 


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


 






    	 	 A-17-5	 



     


    

 


(including
a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or using 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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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 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);
or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).


 


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, with the consent of the Master Servicer, 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:	June 16, 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


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-JP6, 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
INITIAL PURCHASER, 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 WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


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.


 






    	 	 A-18-1	 



     


    

 


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 JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 16, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        CLASS
        Z PERCENTAGE INTEREST: [100%]

         
	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution 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 June 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 JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6
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.


 


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


 






    	 	 A-18-4	 



     


    

 


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 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.


 


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 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 (a “grantor trust”) 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 CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code, 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; or


 


(x)        
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).


 


(xi)       
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provisions related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 






    	 	 A-18-7	 



     


    

 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, 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 grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Non-Serviced Intercreditor Agreement without the consent
of the holder of the related Non-Serviced Companion Loan(s).





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, with the consent of the Master Servicer, 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.


 






    	 	 A-18-8	 



     


    

 


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:	June 16, 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 B


 


MORTGAGE LOAN SCHEDULE


 




    Exhibit B-1 


     

    

 





 


JPMCC 2017-JP6 - Combined


 


	Loan ID #	Originator/Loan Seller	Mortgagor Name	Property Address	City	State	Zip Code	County	Property Name	Size	Measure	Mortgage Rate in Effect at Origination (%)	Net Mortgage Rate in Effect at the Cut-off Date (%)	Original Principal Balance
	1	JPMCB	245 Park Avenue Property LLC	245 Park Avenue	New York	NY	10167	New York	245 Park Avenue	1,723,993	Square Feet	3.66940	3.65625	98,000,000
	2	JPMCB	BPP 211 Main Owner LLC	211 Main Street	San Francisco	CA	94105	San Francisco	211 Main Street	417,266	Square Feet	3.55470	3.54030	65,219,000
	3	JPMCB	Browning Place, LLC	1603, 1605 & 1607 Lyndon B. Johnson Freeway	Farmers Branch	TX	75234	Dallas	Browning Place	442,639	Square Feet	5.34200	5.32320	42,840,000
	4	JPMCB	740 Madison SPE LLC	740 Madison Avenue	New York	NY	10065	New York	740 Madison	33,176	Square Feet	4.00000	3.98560	40,000,000
	5	JPMCB	Diamond Hill Operating LLC	2420, 2460, 2480 & 2490 West 26th Avenue	Denver	CO	80211	Denver	Diamond Hill Denver	374,137	Square Feet	5.14800	5.12920	32,000,000
	6	JPMCB	Bingham Center Owner LLC	30600-30800 Telegraph Road	Bingham Farms	MI	48025	Oakland	Bingham Office Center	522,379	Square Feet	4.25387	4.18757	31,000,000
	7	JPMCB	Burbank Plaza Owner LLC	2950 North Hollywood Way	Burbank	CA	91505	Los Angeles	2950 North Hollywood Way	162,551	Square Feet	4.73200	4.71320	31,000,000
	8	JPMCB	Colorado Springs Hotel Owner, LLC	5580 Tech Center Drive	Colorado Springs	CO	80919	El Paso	Marriott Colorado Springs	309	Rooms	5.06000	5.02120	25,735,000
	9	JPMCB	ELCM Manor South Owner LLC, ELCM Homestead Owner LLC, ELCM Allenwood Owner LLC	Various	Various	VT	Various	Various	Pillsbury Portfolio	245	Units	5.23800	5.21920	24,175,000
	9.01	JPMCB	 	90 Allen Road	South Burlington	VT	05403	Chittenden	Allenwood	83	Units	5.23800	 	  8,240,000
	9.02	JPMCB	 	20 Harbor View Road	South Burlington	VT	05403	Chittenden	Manor South	62	Units	5.23800	 	  5,998,000
	9.03	JPMCB	 	3 Harbor View Drive	Saint Albans	VT	05478	Franklin	Homestead	56	Units	5.23800	 	  5,514,000
	9.04	JPMCB	 	16 Harbor View Road	South Burlington	VT	05403	Chittenden	Harborview	44	Units	5.23800	 	  4,423,000
	10	BSP	Brixton Centretech Holdings, LLC	16800 East Centretech Parkway	Aurora	CO	80011	Arapahoe	Raytheon – 16800 Centretech	216,786	Square Feet	5.30000	5.28120	23,200,000
	11	JPMCB	FREP III - Humblewood Center, LLC	19623-19908 Highway 59 North	Humble	TX	77338	Harris	Humblewood Center	160,897	Square Feet	4.57400	4.52520	22,150,000
	12	BSP	FWI 16 LLC	13833-13897 Wellington Trace	Wellington	FL	33414	Palm Beach	Wellington Marketplace	189,213	Square Feet	5.12000	5.10120	22,000,000
	13	JPMCB	Diamond Hill at Westheimer, LLC	9411 Westheimer Road	Houston	TX	77063	Harris	Diamond Hill Apartments	301	Units	5.09600	5.04720	21,750,000
	14	BSP	ZCA Ft. Washington, LLC	600-602 Office Center Drive	Fort Washington	PA	19034	Montgomery	Apex Fort Washington	388,318	Square Feet	5.28000	5.26120	21,000,000
	15	JPMCB	441 Real Estate LLC	1225-1265 Crossman Avenue	Sunnyvale	CA	94089	Santa Clara	Moffett Gateway	612,691	Square Feet	3.31940	3.30500	20,000,000
	16	BSP	PR 2012 LLC, MI 2012 LLC, G & PR 2012 LLC	Various	Various	Various	Various	Various	Walgreens / Rite Aid / Eckerd Portfolio	67,474	Square Feet	5.15000	5.13120	20,000,000
	16.01	BSP	 	State Road Number 190 & Campo Rico Road	Carolina	PR	00979	NAP	Walgreens - Carolina	15,660	Square Feet	5.15000	 	  6,460,177
	16.02	BSP	 	State Road Number 24 & State Road Number 165	Guaynabo	PR	00965	NAP	Walgreens - Catano	15,750	Square Feet	5.15000	 	  6,106,195
	16.03	BSP	 	1825 Jonesboro Road	McDonough	GA	30253	Henry	Eckerd (La-Z-Boy)	13,824	Square Feet	5.15000	 	  2,725,664
	16.04	BSP	 	51037 Van Dyke Avenue	Shelby Township	MI	48316	Macomb	Rite Aid - Shelby	11,180	Square Feet	5.15000	 	  2,566,372
	16.05	BSP	 	450 East Chicago Street	Coldwater	MI	49036	Branch	Rite Aid - Coldwater	11,060	Square Feet	5.15000	 	  2,141,593
	17	SMF VI	Fireside OB Beachway LLC, Fireside OB Castleton LLC, Fireside Delaware Storage LLC, Fireside Raytown Missouri Storage LLC, Fireside State Avenue KC Storage LLC	Various	Various	Various	Various	Various	Fireside Self Storage Portfolio	1,986	Units	4.88000	4.86120	15,187,500
	17.01	SMF VI	 	8525 Castleton Square Drive	Indianapolis	IN	46250	Marion	Castleton Self Storage	624	Units	4.88000	 	  5,925,000
	17.02	SMF VI	 	9624 East 350 Highway	Raytown	MO	64133	Jackson	Raytown Storage	399	Units	4.88000	 	  2,850,000
	17.03	SMF VI	 	5500 State Avenue	Kansas City	KS	66102	Wyandotte	State Street Storage	368	Units	4.88000	 	  2,700,000
	17.04	SMF VI	 	749 Beachway Drive	Indianapolis	IN	46224	Marion	Beachway Self Storage	348	Units	4.88000	 	  1,950,000
	17.05	SMF VI	 	1201 North 130th Street	Kansas City	KS	66109	Wyandotte	Delaware Storage	247	Units	4.88000	 	  1,762,500
	18	BSP	Hudson Bristol, LLC	1414 Radcliffe Street	Bristol	PA	19007	Bucks	Island View Crossing	180,187	Square Feet	5.40000	5.38120	14,300,000
	19	JPMCB	Modesto Finance LP	1901 West Orangeburg Avenue	Modesto	CA	95350	Stanislaus	Modesto Springhill Suites	111	Rooms	5.32000	5.30120	14,200,000
	20	BSP	Patriot SHA Reservoir, LLC	656 Reservoir Avenue	Bridgeport	CT	06606	Fairfield	Home Depot - Bridgeport	107,000	Square Feet	5.15000	5.13120	13,800,000
	21	BSP	Airport Park Equities LLC	9300 Harrison Road	Romulus	MI	48174	Wayne	Romulus Airport Park	649,472	Square Feet	4.16000	4.14120	13,300,000
	22	JPMCB	Midas Clemson, LLC	201 Canoy Lane	Clemson	SC	29631	Pickens	Courtyard Marriott Clemson	110	Rooms	4.63700	4.61820	12,940,000
	23	SMF VI	4000 Woodhaven Holdings DE LLC	4000 Woodhaven Road	Philadelphia	PA	19154	Philadelphia	Knights Road Shopping Center	75,201	Square Feet	4.96200	4.94320	12,500,000
	24	SMF VI	XMPT, LLC, HMPT, LLC	101 North Monroe Street	Tallahassee	FL	32301	Leon	Monroe Park Tower	112,003	Square Feet	4.95100	4.93220	12,360,000
	25	JPMCB	Elk Grove Finance LP	2305 Longport Court	Elk Grove	CA	95758	Sacramento	Elk Grove Hampton Inn	110	Rooms	5.20600	5.18720	10,500,000
	26	SMF VI	Linmar IV, LLC	5001 East Commercenter Drive	Bakersfield	CA	93309	Kern	Atrium Office	76,579	Square Feet	5.11600	5.09720	10,390,000
	27	JPMCB	QC Grow Lane, LLC	7835 Grow Lane	Houston	TX	77040	Harris	Quail Creek	192	Units	5.06600	5.00720	  9,750,000
	28	SMF VI	Narayan Augusta Hotel, LLC	444 Broad Street	Augusta	GA	30901	Richmond	Holiday Inn Express - Augusta	117	Rooms	4.98000	4.96120	  9,400,000
	29	SMF VI	Romeo Commons LLC	18309-18517 Hall Road	Macomb Township	MI	48044	Macomb	Romeo Commons	76,636	Square Feet	5.26700	5.20070	  9,375,000
	30	SMF VI	106th South Business Park, A Utah Limited Partnership	10421 South Jordan Gateway	South Jordan	UT	84095	Salt Lake	106th South Office Building	67,689	Square Feet	5.00500	4.98620	  9,200,000
	31	SMF VI	Barrington Properties, LLC, Barrington Meadows, LLC	70-130 Barrington Town Square Drive	Aurora	OH	44202	Portage	Barrington Town Center	112,631	Square Feet	4.91000	4.85120	  9,170,000
	32	SMF VI	PP P16 1, LLC, PP P16 2, LLC, PP P16 3, LLC	Various	Various	IL	Various	Cook	Pangea 16	212	Units	4.71500	4.69620	  9,000,000
	32.01	SMF VI	 	7752 South Cornell Avenue	Chicago	IL	60649	Cook	7752 South Cornell Avenue	21	Units	4.71500	 	837,881
	32.02	SMF VI	 	7120-7132 South Wabash Avenue	Chicago	IL	60619	Cook	7120-7132 South Wabash Avenue	18	Units	4.71500	 	722,311
	32.03	SMF VI	 	6832 South Crandon Avenue	Chicago	IL	60649	Cook	6832 South Crandon Avenue	20	Units	4.71500	 	664,526
	32.04	SMF VI	 	14015 South Tracy Avenue	Riverdale	IL	60827	Cook	14015 South Tracy Avenue	18	Units	4.71500	 	664,526
	32.05	SMF VI	 	14021 South Tracy Avenue	Riverdale	IL	60827	Cook	14021 South Tracy Avenue	18	Units	4.71500	 	664,526
	32.06	SMF VI	 	3560 West Cermak Road	Chicago	IL	60623	Cook	3560 West Cermak Road	12	Units	4.71500	 	635,634
	32.07	SMF VI	 	7654 South Marshfield Avenue	Chicago	IL	60620	Cook	7654 South Marshfield Avenue	12	Units	4.71500	 	548,957
	32.08	SMF VI	 	708 South Karlov Avenue	Chicago	IL	60624	Cook	708 South Karlov Avenue	10	Units	4.71500	 	491,172
	32.09	SMF VI	 	14119 South Tracy Avenue	Riverdale	IL	60827	Cook	14119 South Tracy Avenue	12	Units	4.71500	 	462,279
	32.10	SMF VI	 	701 North Lotus Avenue	Chicago	IL	60644	Cook	701 North Lotus Avenue	8	Units	4.71500	 	462,279
	32.11	SMF VI	 	404 South 4th Avenue	Maywood	IL	60153	Cook	404 South 4th Avenue	7	Units	4.71500	 	418,941
	32.12	SMF VI	 	7254 South University Avenue	Chicago	IL	60619	Cook	7254 South University Avenue	10	Units	4.71500	 	404,494
	32.13	SMF VI	 	464 Gordon Avenue	Calumet City	IL	60409	Cook	464 Gordon Avenue	9	Units	4.71500	 	375,602
	32.14	SMF VI	 	470 Gordon Avenue	Calumet City	IL	60409	Cook	470 Gordon Avenue	9	Units	4.71500	 	375,602
	32.15	SMF VI	 	7210 South Yates Boulevard	Chicago	IL	60649	Cook	7210 South Yates Boulevard	6	Units	4.71500	 	375,602
	32.16	SMF VI	 	7236 South Yates Boulevard	Chicago	IL	60649	Cook	7236 South Yates Boulevard	6	Units	4.71500	 	346,709
	32.17	SMF VI	 	7249-7153 South Blackstone Avenue	Chicago	IL	60619	Cook	7249-7153 South Blackstone Avenue	10	Units	4.71500	 	317,817
	32.18	SMF VI	 	14100 South Tracy Avenue	Riverdale	IL	60827	Cook	14100 South Tracy Avenue	6	Units	4.71500	 	231,140
	33	SMF VI	Village Center Plaza, LLC	23930 Westheimer Parkway	Katy	TX	77494	Fort Bend	Village Center Plaza	36,124	Square Feet	5.02000	5.00120	  8,300,000
	34	JPMCB	1201 Oak Lawn Dunhill LLC	1201 Oak Lawn Avenue	Dallas	TX	75207	Dallas	1201 Oak Lawn	39,650	Square Feet	4.75000	4.73120	  8,250,000
	35	BSP	Chancellor Square Acquisition, LLC	2400 West Sand Lake Road	Orlando	FL	32809	Orange	Chancellor Square Orlando	141,778	Square Feet	4.81000	4.79120	  7,625,000
	36	SMF VI	Paradise Victoria, LLC	1145 & 1171 South Victoria Avenue	Ventura	CA	93003	Ventura	Paradise Victoria Village	18,177	Square Feet	4.81300	4.79420	  6,400,000
	37	BSP	Rio Bravo Square LLC	3211-3231 Coors Boulevard Southwest	Albuquerque	NM	87121	Bernalillo	Rio Bravo Square	92,626	Square Feet	5.16000	5.14120	  6,250,000
	38	SMF VI	Capital Corona, Ltd.	4300 Green River Road	Corona	CA	92880	Riverside	Green River Promenade	40,756	Square Feet	4.89800	4.87920	  5,600,000
	39	BSP	Tryon 8525, LLC	8525 North Tryon Street	Charlotte	NC	28262	Mecklenburg	Sleep Inn Charlotte	120	Rooms	5.27000	5.25120	  5,500,000
	40	BSP	Southern Gardens Apts., LLC	Various	Various	FL	Various	Various	NW Florida Apartment Portfolio	175	Units	5.53300	5.51420	  5,450,000
	40.01	BSP	 	500 Kelly Mill Road	Valparaiso	FL	32580	Okaloosa	Southern Gardens	84	Units	5.53300	 	  2,826,089
	40.02	BSP	 	4600 Range Road	Niceville	FL	32578	Okaloosa	Southern Breeze	36	Units	5.53300	 	  1,388,871
	40.03	BSP	 	125 North Davis Lane	Defuniak Springs	FL	32435	Walton	Southern Springs	55	Units	5.53300	 	  1,235,040
	41	SMF VI	American Federated Title Corp. as Trustee for Airport Center Warehouses, LLC	3750 Northwest 28th Street	Miami	FL	33142	Miami-Dade	Airport Center Warehouses	50,800	Square Feet	5.11300	5.09420	  4,650,000
	42	SMF VI	9600 Perry Highway, L.P.	9600 Perry Highway	Pittsburgh	PA	15237	Allegheny	9600 Perry Highway	44,396	Square Feet	5.21600	5.15720	  3,975,000


 


     


     


    

 


JPMCC 2017-JP6 - Combined


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Cut-off Principal Balance	Original Term	Remaining Term	Maturity/ARD Date	Amortiziation Term	Remaining Amortization Term for Balloon Loans	Monthly Payment	Servicing Fee Rate	Accrual Type	ARD Loan (Y/N)	Revised Rate (%)
	1	JPMCB	245 Park Avenue Property LLC	98,000,000.00	120	120	06/01/27	0	0	303,829.72	0.00375	Actual/360	No	 
	2	JPMCB	BPP 211 Main Owner LLC	65,219,000.00	84	82	04/06/24	0	0	195,878.25	0.00500	Actual/360	No	 
	3	JPMCB	Browning Place, LLC	42,749,531.41	60	58	04/01/22	360	358	239,011.09	0.00500	Actual/360	No	 
	4	JPMCB	740 Madison SPE LLC	40,000,000.00	120	119	05/01/27	0	0	135,185.19	0.00500	Actual/360	Yes	The greater of i) 7.00000% and ii) the 10 year swap yield as of the ARD plus 3.00000%; but in no event to exceed 9.00000%
	5	JPMCB	Diamond Hill Operating LLC	32,000,000.00	60	58	04/01/22	360	360	174,688.96	0.00500	Actual/360	No	 
	6	JPMCB	Bingham Center Owner LLC	31,000,000.00	120	119	05/01/27	360	360	152,571.63	0.05250	Actual/360	No	 
	7	JPMCB	Burbank Plaza Owner LLC	30,842,460.12	120	116	02/01/27	360	356	161,374.51	0.00500	Actual/360	No	 
	8	JPMCB	Colorado Springs Hotel Owner, LLC	25,611,822.58	120	116	02/01/27	360	356	139,096.27	0.02500	Actual/360	No	 
	9	JPMCB	ELCM Manor South Owner LLC, ELCM Homestead Owner LLC, ELCM Allenwood Owner LLC	24,175,000.00	84	84	06/01/24	360	360	133,315.62	0.00500	Actual/360	No	 
	9.01	JPMCB	 	 8,240,000.00	84	84	 	360	360	  	 	 	 	 
	9.02	JPMCB	 	 5,998,000.00	84	84	 	360	360	  	 	 	 	 
	9.03	JPMCB	 	 5,514,000.00	84	84	 	360	360	  	 	 	 	 
	9.04	JPMCB	 	 4,423,000.00	84	84	 	360	360	  	 	 	 	 
	10	BSP	Brixton Centretech Holdings, LLC	23,200,000.00	120	115	01/06/27	0	0	103,889.81	0.00500	Actual/360	No	 
	11	JPMCB	FREP III - Humblewood Center, LLC	22,150,000.00	60	59	05/01/22	360	360	113,206.81	0.03500	Actual/360	No	 
	12	BSP	FWI 16 LLC	22,000,000.00	120	118	04/06/27	360	360	119,719.46	0.00500	Actual/360	No	 
	13	JPMCB	Diamond Hill at Westheimer, LLC	21,600,521.07	60	54	12/01/21	360	354	118,038.12	0.03500	Actual/360	No	 
	14	BSP	ZCA Ft. Washington, LLC	21,000,000.00	120	117	03/06/27	360	360	116,353.29	0.00500	Actual/360	No	 
	15	JPMCB	441 Real Estate LLC	20,000,000.00	126	118	04/01/27	360	360	  97,202.66	0.00500	Actual/360	No	 
	16	BSP	PR 2012 LLC, MI 2012 LLC, G & PR 2012 LLC	19,976,172.61	120	119	05/06/27	336	335	112,521.83	0.00500	Actual/360	No	 
	16.01	BSP	 	 6,452,480.53	120	119	 	336	335	  	 	 	 	 
	16.02	BSP	 	 6,098,919.96	120	119	 	336	335	  	 	 	 	 
	16.03	BSP	 	 2,722,416.44	120	119	 	336	335	  	 	 	 	 
	16.04	BSP	 	 2,563,314.18	120	119	 	336	335	  	 	 	 	 
	16.05	BSP	 	 2,139,041.49	120	119	 	336	335	  	 	 	 	 
	17	SMF VI	Fireside OB Beachway LLC, Fireside OB Castleton LLC, Fireside Delaware Storage LLC, Fireside Raytown Missouri Storage LLC, Fireside State Avenue KC Storage LLC	15,187,500.00	120	118	04/06/27	360	360	  80,419.60	0.00500	Actual/360	No	 
	17.01	SMF VI	 	 5,925,000.00	120	118	 	360	360	  	 	 	 	 
	17.02	SMF VI	 	 2,850,000.00	120	118	 	360	360	  	 	 	 	 
	17.03	SMF VI	 	 2,700,000.00	120	118	 	360	360	  	 	 	 	 
	17.04	SMF VI	 	 1,950,000.00	120	118	 	360	360	  	 	 	 	 
	17.05	SMF VI	 	 1,762,500.00	120	118	 	360	360	  	 	 	 	 
	18	BSP	Hudson Bristol, LLC	14,300,000.00	120	116	02/06/27	360	360	  80,298.90	0.00500	Actual/360	No	 
	19	JPMCB	Modesto Finance LP	14,200,000.00	120	115	01/01/27	360	360	  79,029.72	0.00500	Actual/360	No	 
	20	BSP	Patriot SHA Reservoir, LLC	13,800,000.00	120	117	03/06/27	0	0	  60,047.57	0.00500	Actual/360	Yes	The greater of i) 9.15000% or ii) the 10 year treasury rate plus 400 basis points
	21	BSP	Airport Park Equities LLC	13,300,000.00	120	118	04/06/27	0	0	  46,747.04	0.00500	Actual/360	No	 
	22	JPMCB	Midas Clemson, LLC	12,842,664.60	120	114	12/01/26	360	354	  66,622.62	0.00500	Actual/360	No	 
	23	SMF VI	4000 Woodhaven Holdings DE LLC	12,500,000.00	120	118	04/06/27	360	360	  66,812.70	0.00500	Actual/360	No	 
	24	SMF VI	XMPT, LLC, HMPT, LLC	12,318,265.47	120	117	03/06/27	360	357	  65,981.51	0.00500	Actual/360	No	 
	25	JPMCB	Elk Grove Finance LP	10,500,000.00	120	115	01/01/27	360	360	  57,695.57	0.00500	Actual/360	No	 
	26	SMF VI	Linmar IV, LLC	10,390,000.00	120	115	01/06/27	360	360	  56,514.67	0.00500	Actual/360	No	 
	27	JPMCB	QC Grow Lane, LLC	 9,739,799.20	60	59	05/01/22	360	359	  52,734.09	0.04500	Actual/360	No	 
	28	SMF VI	Narayan Augusta Hotel, LLC	 9,389,963.93	120	119	05/06/27	360	359	  50,346.40	0.00500	Actual/360	No	 
	29	SMF VI	Romeo Commons LLC	 9,345,452.76	120	117	03/06/27	360	357	  51,867.85	0.05250	Actual/360	No	 
	30	SMF VI	106th South Business Park, A Utah Limited Partnership	 9,200,000.00	120	118	04/06/27	360	360	  49,415.71	0.00500	Actual/360	No	 
	31	SMF VI	Barrington Properties, LLC, Barrington Meadows, LLC	 9,170,000.00	120	118	04/06/27	360	360	  48,723.39	0.04500	Actual/360	No	 
	32	SMF VI	PP P16 1, LLC, PP P16 2, LLC, PP P16 3, LLC	 9,000,000.00	120	118	04/06/27	0	0	  35,853.65	0.00500	Actual/360	No	 
	32.01	SMF VI	 	837,881.22	120	118	 	0	0	  	 	 	 	 
	32.02	SMF VI	 	722,311.40	120	118	 	0	0	  	 	 	 	 
	32.03	SMF VI	 	664,526.48	120	118	 	0	0	  	 	 	 	 
	32.04	SMF VI	 	664,526.48	120	118	 	0	0	  	 	 	 	 
	32.05	SMF VI	 	664,526.48	120	118	 	0	0	  	 	 	 	 
	32.06	SMF VI	 	635,634.03	120	118	 	0	0	  	 	 	 	 
	32.07	SMF VI	 	548,956.66	120	118	 	0	0	  	 	 	 	 
	32.08	SMF VI	 	491,171.75	120	118	 	0	0	  	 	 	 	 
	32.09	SMF VI	 	462,279.29	120	118	 	0	0	  	 	 	 	 
	32.10	SMF VI	 	462,279.29	120	118	 	0	0	  	 	 	 	 
	32.11	SMF VI	 	418,940.61	120	118	 	0	0	  	 	 	 	 
	32.12	SMF VI	 	404,494.38	120	118	 	0	0	  	 	 	 	 
	32.13	SMF VI	 	375,601.93	120	118	 	0	0	  	 	 	 	 
	32.14	SMF VI	 	375,601.93	120	118	 	0	0	  	 	 	 	 
	32.15	SMF VI	 	375,601.93	120	118	 	0	0	  	 	 	 	 
	32.16	SMF VI	 	346,709.47	120	118	 	0	0	  	 	 	 	 
	32.17	SMF VI	 	317,817.01	120	118	 	0	0	  	 	 	 	 
	32.18	SMF VI	 	231,139.65	120	118	 	0	0	  	 	 	 	 
	33	SMF VI	Village Center Plaza, LLC	 8,300,000.00	120	118	04/06/27	360	360	  44,657.70	0.00500	Actual/360	No	 
	34	JPMCB	1201 Oak Lawn Dunhill LLC	 8,250,000.00	120	119	05/01/27	360	360	  43,035.91	0.00500	Actual/360	No	 
	35	BSP	Chancellor Square Acquisition, LLC	 7,625,000.00	120	118	04/06/27	360	360	  40,051.84	0.00500	Actual/360	No	 
	36	SMF VI	Paradise Victoria, LLC	 6,400,000.00	120	118	04/06/27	0	0	  26,025.85	0.00500	Actual/360	No	 
	37	BSP	Rio Bravo Square LLC	 6,243,605.68	120	119	05/06/27	360	359	  34,165.16	0.00500	Actual/360	No	 
	38	SMF VI	Capital Corona, Ltd.	 5,587,019.88	120	118	04/06/27	360	358	  29,713.89	0.00500	Actual/360	No	 
	39	BSP	Tryon 8525, LLC	 5,483,026.12	120	118	04/06/27	300	298	  33,023.55	0.00500	Actual/360	No	 
	40	BSP	Southern Gardens Apts., LLC	 5,408,982.91	120	115	01/06/27	300	295	  32,590.63	0.00500	Actual/360	No	 
	40.01	BSP	 	 2,804,819.36	120	115	 	300	295	  	 	 	 	 
	40.02	BSP	 	 1,378,418.23	120	115	 	300	295	  	 	 	 	 
	40.03	BSP	 	 1,225,745.32	120	115	 	300	295	  	 	 	 	 
	41	SMF VI	American Federated Title Corp. as Trustee for Airport Center Warehouses, LLC	 4,650,000.00	120	118	04/06/27	360	360	  25,284.32	0.00500	Actual/360	No	 
	42	SMF VI	9600 Perry Highway, L.P.	 3,966,378.40	120	118	04/06/27	360	358	  21,866.46	0.04500	Actual/360	No	 



 


     


     


    

 


JPMCC 2017-JP6 - Combined


 

	 	 	 	 	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name	Title Type	Crossed Collateralized Loan	Cross Defaulted Loan	Guarantor	Letter of Credit	Upfront CapEx Reserve	Upfront Eng. Reserve	Upfront Envir. Reserve	Upfront TI/LC Reserve	Upfront RE Tax Reserve	Upfront Ins. Reserve	Upfront Other Reserve
	1	JPMCB	245 Park Avenue Property LLC	Fee	No	No	181 West Madison Holding LLC	No	47,738	0	0	0	0	227,000	11,431,608
	2	JPMCB	BPP 211 Main Owner LLC	Fee	No	No	Blackstone Property Partners Lower Fund 1 L.P.	No	0	0	0	0	0	0	0
	3	JPMCB	Browning Place, LLC	Fee	No	No	Transcontinental Realty Investors, Inc.	No	14,017	0	0	3,000,000	408,036	0	82,765
	4	JPMCB	740 Madison SPE LLC	Fee	No	No	Wildenstein & Co. Inc.	No	0	0	0	0	2,595,218	0	2,000,000
	5	JPMCB	Diamond Hill Operating LLC	Fee	No	No	Gemini-Rosemont Realty LLC	No	6,236	376,875	0	546,767	0	0	238,645
	6	JPMCB	Bingham Center Owner LLC	Fee	No	No	The Farbman Family #2, LLC	No	200,000	0	0	800,000	469,845	0	305,292
	7	JPMCB	Burbank Plaza Owner LLC	Fee	No	No	Treeview Income Properties Holdco LLC	No	0	0	0	0	227,454	0	12,569,711
	8	JPMCB	Colorado Springs Hotel Owner, LLC	Fee	No	No	Julie A. Dumon, Trustee of the Julie A. Dumon Trust dated March 24, 2006, Julie A. Dumon, Graham Hershman, Michael S. Payne	No	32,612	0	0	0	0	0	8,023,640
	9	JPMCB	ELCM Manor South Owner LLC, ELCM Homestead Owner LLC, ELCM Allenwood Owner LLC	Fee	No	No	ELCM HCRE Operating Entity I LLC	No	7,146	0	0	0	83,197	0	0
	9.01	JPMCB	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	9.02	JPMCB	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	9.03	JPMCB	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	9.04	JPMCB	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	10	BSP	Brixton Centretech Holdings, LLC	Fee	No	No	Villanova Equities, LLC, Travis King, Corey Eagle	No	0	0	0	0	0	0	0
	11	JPMCB	FREP III - Humblewood Center, LLC	Fee	No	No	Forge Real Estate Partners III, LP	No	5,527	145,976	0	12,500	247,149	0	458,874
	12	BSP	FWI 16 LLC	Fee	No	No	Thomas J. Cannon	No	0	11,838	0	0	252,213	128,781	524,193
	13	JPMCB	Diamond Hill at Westheimer, LLC	Fee	No	No	Swapnil Agarwal	No	500,000	0	0	0	330,620	0	0
	14	BSP	ZCA Ft. Washington, LLC	Fee	No	No	Edward N. Antoian	No	0	125,581	0	704,651	349,538	14,782	6,693,098
	15	JPMCB	441 Real Estate LLC	Fee	No	No	Joseph K. Paul, Jay Paul Revocable Living Trust Dated November 9, 1999, as Amended and Restated on March 19, 2010, Paul Guarantor LLC	No	0	0	0	0	180,864	0	86,961,915
	16	BSP	PR 2012 LLC, MI 2012 LLC, G & PR 2012 LLC	Fee	No	No	Yehuda Cohen	No	0	0	0	0	0	5,519	0
	16.01	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	16.02	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	16.03	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	16.04	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	16.05	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	17	SMF VI	Fireside OB Beachway LLC, Fireside OB Castleton LLC, Fireside Delaware Storage LLC, Fireside Raytown Missouri Storage LLC, Fireside State Avenue KC Storage LLC	Fee	No	No	Kristie L. Bailey, Michael Bailey	No	0	0	0	0	80,564	4,975	0
	17.01	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	17.02	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	17.03	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	17.04	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	17.05	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	18	BSP	Hudson Bristol, LLC	Fee	No	No	Ephraim Hasenfeld	No	0	0	0	400,000	282,191	20,567	0
	19	JPMCB	Modesto Finance LP	Fee	No	No	Atrium Leveraged Loan Fund, LLC	No	20,226	0	0	0	48,848	0	0
	20	BSP	Patriot SHA Reservoir, LLC	Fee	No	No	Virginia Lee Paul, Anderson/Paul Family Trust Dated August 25, 1993	No	0	0	0	0	0	18,184	0
	21	BSP	Airport Park Equities LLC	Fee	No	No	Francis Greenburger	No	0	169,750	0	250,000	0	0	0
	22	JPMCB	Midas Clemson, LLC	Fee	No	No	Matthew A. Mills, J.T. Norville, David Robert	No	13,825	0	0	0	10,165	1,000	1,024,686
	23	SMF VI	4000 Woodhaven Holdings DE LLC	Fee	No	No	Norman Cahan	No	0	38,250	0	50,000	38,334	5,176	0
	24	SMF VI	XMPT, LLC, HMPT, LLC	Fee	No	No	Bart C. Warner, Bart C. Warner Revocable Trust	No	0	0	0	200,000	89,738	39,140	229,100
	25	JPMCB	Elk Grove Finance LP	Fee	No	No	Atrium Leveraged Loan Fund, LLC	No	16,039	0	0	0	37,787	0	0
	26	SMF VI	Linmar IV, LLC	Fee	No	No	Jeffrey A. Wohler, Robert J. Fena	No	0	25,200	0	240,000	48,117	17,846	0
	27	JPMCB	QC Grow Lane, LLC	Fee	No	No	Swapnil Agarwal	No	4,000	18,000	0	0	56,667	0	0
	28	SMF VI	Narayan Augusta Hotel, LLC	Fee	No	No	Subhash Patel, Vijay Patel	No	250,000	0	0	0	43,194	16,323	0
	29	SMF VI	Romeo Commons LLC	Fee	No	No	Redico Properties LLC	No	0	78,108	0	100,000	84,432	8,673	370,447
	30	SMF VI	106th South Business Park, A Utah Limited Partnership	Fee	No	No	Morris R. Sterrett	No	0	0	0	365,000	71,989	4,561	31,682
	31	SMF VI	Barrington Properties, LLC, Barrington Meadows, LLC	Fee	No	No	Robert A. Kantor	No	0	24,375	0	500,000	76,649	5,341	75,244
	32	SMF VI	PP P16 1, LLC, PP P16 2, LLC, PP P16 3, LLC	Fee	No	No	Pangea Properties	No	0	0	0	0	48,433	46,094	0
	32.01	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.02	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.03	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.04	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.05	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.06	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.07	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.08	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.09	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.10	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.11	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.12	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.13	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.14	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.15	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.16	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.17	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	32.18	SMF VI	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	33	SMF VI	Village Center Plaza, LLC	Fee	No	No	Kenneth Howard Boone	No	0	0	0	0	61,004	48,827	500,000
	34	JPMCB	1201 Oak Lawn Dunhill LLC	Fee	No	No	William L. Hutchinson	No	496	0	0	4,130	34,069	0	1,140,241
	35	BSP	Chancellor Square Acquisition, LLC	Fee	No	No	Sebastian Barbagallo	No	0	0	0	0	75,247	7,981	231,537
	36	SMF VI	Paradise Victoria, LLC	Fee	No	No	Edwin Flint Moore	No	0	0	0	0	5,340	8,165	9,263
	37	BSP	Rio Bravo Square LLC	Fee	No	No	Gary D. Goodman	No	66,262	0	0	100,000	9,842	15,000	1,256,492
	38	SMF VI	Capital Corona, Ltd.	Fee	No	No	Steven E. Wise	No	0	0	0	0	18,734	5,807	0
	39	BSP	Tryon 8525, LLC	Fee	No	No	Nitin Shah, Neil Amin	No	0	0	0	0	34,125	7,296	21,875
	40	BSP	Southern Gardens Apts., LLC	Fee	No	No	Gordon C. MacLean	No	0	118,283	0	0	16,083	57,287	0
	40.01	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	40.02	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	40.03	BSP	 	Fee	 	 	 	 	 	 	 	 	 	 	 
	41	SMF VI	American Federated Title Corp. as Trustee for Airport Center Warehouses, LLC	Fee	No	No	Jeffrey D. Cornfeld	No	0	14,688	0	100,000	24,786	7,710	0
	42	SMF VI	9600 Perry Highway, L.P.	Fee	No	No	William C. Rudolph, James A. Rudolph	No	0	0	0	100,000	48,799	8,591	0


 


     


     


    

 


JPMCC 2017-JP6 - Combined


 

	 	 	 	 	PERIODIC ESCROW	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	Originator/Loan Seller	Mortgagor Name		Monthly Capex Reserve	Monthly Envir. Reserve	Monthly TI/LC Reserve	Monthly RE Tax Reserve	Monthly Ins. Reserve	Monthly Other Reserve	(Late Payment)	Cash-Management Account or Lockbox In-place	General Property Type	Defeasance Permitted	Final Maturity Date
	1	JPMCB	245 Park Avenue Property LLC	 	47,738	0	Springing	3,878,518	113,500	0	0	 Yes	Office	Yes	 
	2	JPMCB	BPP 211 Main Owner LLC	 	Springing	0	Springing	Springing	Springing	0	0	 Yes	Office	Yes	 
	3	JPMCB	Browning Place, LLC	 	14,017	0	Springing	102,009	Springing	0	0	 Yes	Office	No	 
	4	JPMCB	740 Madison SPE LLC	 	0	0	0	Springing	Springing	0	0	 No	Retail	No	5/1/2029
	5	JPMCB	Diamond Hill Operating LLC	 	6,236	0	46,767	78,939	Springing	0	0	 Yes	Office	No	 
	6	JPMCB	Bingham Center Owner LLC	 	8,706	0	65,297	58,731	Springing	0	0	 Yes	Office	No	 
	7	JPMCB	Burbank Plaza Owner LLC	 	2,083	0	Springing	45,491	Springing	0	5	 Yes	Office	Yes	 
	8	JPMCB	Colorado Springs Hotel Owner, LLC	 	3% of Gross Revenues	0	0	23,000	Springing	Springing	0	 Yes	Hotel	No	 
	9	JPMCB	ELCM Manor South Owner LLC, ELCM Homestead Owner LLC, ELCM Allenwood Owner LLC	 	7,146	0	0	23,865	Springing	0	0	 Yes	Multifamily	No	 
	9.01	JPMCB	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	9.02	JPMCB	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	9.03	JPMCB	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	9.04	JPMCB	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	10	BSP	Brixton Centretech Holdings, LLC	 	Springing	0	13,549	Springing	Springing	0	0	 Yes	Office	Yes	 
	11	JPMCB	FREP III - Humblewood Center, LLC	 	5,527	0	12,500	49,430	Springing	0	0	 No	Retail	Yes	 
	12	BSP	FWI 16 LLC	 	2,365	0	9,461	42,036	9,199	0	0	 No	Retail	Yes	 
	13	JPMCB	Diamond Hill at Westheimer, LLC	 	8,750	0	0	27,643	Springing	0	0	 No	Multifamily	No	 
	14	BSP	ZCA Ft. Washington, LLC	 	6,472	0	32,360	69,908	7,391	0	0	 Yes	Office	Yes	 
	15	JPMCB	441 Real Estate LLC	 	0	0	0	180,864	Springing	0	0	 Yes	Office	Yes	 
	16	BSP	PR 2012 LLC, MI 2012 LLC, G & PR 2012 LLC	 	843	0	2,811	Springing	552	0	0	 Yes	Retail	Yes	 
	16.01	BSP	 	 	 	 	 	 	 	 	 	  	Retail	 	 
	16.02	BSP	 	 	 	 	 	 	 	 	 	  	Retail	 	 
	16.03	BSP	 	 	 	 	 	 	 	 	 	  	Retail	 	 
	16.04	BSP	 	 	 	 	 	 	 	 	 	  	Retail	 	 
	16.05	BSP	 	 	 	 	 	 	 	 	 	  	Retail	 	 
	17	SMF VI	Fireside OB Beachway LLC, Fireside OB Castleton LLC, Fireside Delaware Storage LLC, Fireside Raytown Missouri Storage LLC, Fireside State Avenue KC Storage LLC	 	2,225	0	0	25,229	1,658	672	0	 No	Self Storage	Yes	 
	17.01	SMF VI	 	 	 	 	 	 	 	 	 	  	Self Storage	 	 
	17.02	SMF VI	 	 	 	 	 	 	 	 	 	  	Self Storage	 	 
	17.03	SMF VI	 	 	 	 	 	 	 	 	 	  	Self Storage	 	 
	17.04	SMF VI	 	 	 	 	 	 	 	 	 	  	Self Storage	 	 
	17.05	SMF VI	 	 	 	 	 	 	 	 	 	  	Self Storage	 	 
	18	BSP	Hudson Bristol, LLC	 	3,153	0	11,262	47,032	2,571	0	0	 Yes	Office	Yes	 
	19	JPMCB	Modesto Finance LP	 	4% of Gross Revenues	0	0	8,142	Springing	Springing	0	 Yes	Hotel	No	 
	20	BSP	Patriot SHA Reservoir, LLC	 	Springing	0	0	Springing	2,598	0	0	 Yes	Retail	Yes	3/6/2037
	21	BSP	Airport Park Equities LLC	 	8,118	0	0	Springing	Springing	Springing	0	 No	Industrial	Yes	 
	22	JPMCB	Midas Clemson, LLC	 	4% of Gross Revenues	0	0	10,165	Springing	Springing	0	 No	Hotel	No	 
	23	SMF VI	4000 Woodhaven Holdings DE LLC	 	1,254	0	4,700	12,778	2,588	0	0	 No	Retail	Yes	 
	24	SMF VI	XMPT, LLC, HMPT, LLC	 	933	0	11,667	17,948	6,523	0	0	 No	Office	Yes	 
	25	JPMCB	Elk Grove Finance LP	 	4% of Gross Revenues	0	0	9,447	Springing	Springing	0	 Yes	Hotel	No	 
	26	SMF VI	Linmar IV, LLC	 	1,914	0	6,382	9,624	1,373	10,742	0	 No	Office	Yes	 
	27	JPMCB	QC Grow Lane, LLC	 	4,000	0	0	11,333	Springing	0	0	 No	Multifamily	No	 
	28	SMF VI	Narayan Augusta Hotel, LLC	 	5% of Gross Revenues	0	0	6,171	2,332	Springing	0	 No	Hotel	Yes	 
	29	SMF VI	Romeo Commons LLC	 	1,320	0	4,790	11,441	1,239	0	0	 Yes	Retail	Yes	 
	30	SMF VI	106th South Business Park, A Utah Limited Partnership	 	620	0	Springing	11,998	1,520	0	0	 No	Office	Yes	 
	31	SMF VI	Barrington Properties, LLC, Barrington Meadows, LLC	 	1,878	0	Springing	19,162	2,670	0	0	 Yes	Retail	Yes	 
	32	SMF VI	PP P16 1, LLC, PP P16 2, LLC, PP P16 3, LLC	 	4,417	0	0	16,144	3,841	0	0	 No	Multifamily	Yes	 
	32.01	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.02	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.03	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.04	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.05	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.06	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.07	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.08	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.09	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.10	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.11	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.12	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.13	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.14	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.15	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.16	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.17	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	32.18	SMF VI	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	33	SMF VI	Village Center Plaza, LLC	 	649	0	2,500	15,251	3,488	0	0	 No	Retail	Yes	 
	34	JPMCB	1201 Oak Lawn Dunhill LLC	 	496	0	4,130	8,517	Springing	0	0	 Yes	Industrial	No	 
	35	BSP	Chancellor Square Acquisition, LLC	 	1,772	0	8,861	12,541	3,991	Springing	0	 No	Industrial	Yes	 
	36	SMF VI	Paradise Victoria, LLC	 	500	0	1,515	5,340	742	0	0	 Yes	Retail	No	 
	37	BSP	Rio Bravo Square LLC	 	1,158	0	3,859	4,921	1,111	0	0	 No	Retail	Yes	 
	38	SMF VI	Capital Corona, Ltd.	 	504	0	2,547	6,245	645	0	0	 No	Retail	Yes	 
	39	BSP	Tryon 8525, LLC	 	5% of Gross Revenues	0	0	4,266	1,459	Springing	0	 No	Hotel	Yes	 
	40	BSP	Southern Gardens Apts., LLC	 	4,813	0	0	5,361	5,729	0	0	 No	Multifamily	Yes	 
	40.01	BSP	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	40.02	BSP	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	40.03	BSP	 	 	 	 	 	 	 	 	 	  	Multifamily	 	 
	41	SMF VI	American Federated Title Corp. as Trustee for Airport Center Warehouses, LLC	 	0	0	Springing	4,131	1,464	0	0	 No	Industrial	Yes	 
	42	SMF VI	9600 Perry Highway, L.P.	 	740	0	3,700	7,156	1,432	0	0	 No	Mixed Use	Yes	 




 


     


     


    

 





 










  


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 





Wells Fargo Bank, National Association


as Certificate Registrar





600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial
Mortgage Pass-Through Certificates, Series 2017-JP6 



 


Ladies and Gentlemen:


 





This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMCC Commercial Mortgage Securities
Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 (the “Certificates”) in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 





In connection with such transfer, the
Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 





		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the


 





 






*
Purchaser must include one of the following two certifications.


   






    Exhibit C-1 


     

    

 





			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 reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


  







    Exhibit C-2 


     

    




 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies
of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate and state that
interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected
with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



  



For purposes of this paragraph 7, “U.S. Tax
Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the


 







 








** Each Purchaser
must include one of the two alternative certifications.


 


*** Does
not apply to a transfer of Class R Certificates.


 






    Exhibit C-3 


     

    

 


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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC
Commercial Mortgage Securities Trust 2017-JP6 Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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 possession of the United States or any agency or instrumentality of any of the foregoing
(other than an


 






    Exhibit D-1-1 


     

    

 


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


 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates
losses.


 






    Exhibit D-1-2 


     

    

 


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 it will not consummate
any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3 


     

    

 


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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6 (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
June 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, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Trustee, and Pentalpha Surveillance LLC, as 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 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.


 






    Exhibit D-2-1 


     

    

 





	 	 
	 	Very truly yours,
	 	 
	 	(Transferor)





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit D-2-2 


     

    

 


EXHIBIT
D-3


 


Form of Transferee
CERTIFICATE FOR TRANSFERS

OF 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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


RREF III-D AIV RR, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer


Joseph Bachkosky


 


		Re:	JPMCC
Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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 Regulation RR or as Depositor that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which are
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.



 


		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 Regulation RR or the Depositor that the transfer will occur during the Transfer Restriction Period and that the transfer
will comply with all applicable requirements of Regulation RR.


 


☐ 
  The Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as
such term is defined in Regulation RR or as Depositor, that the transfer will occur after the termination of the Transfer Restriction
Period.


 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____], 20[__].






	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


   







    Exhibit D-3-2 


     

    




 


EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF 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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue


31st Floor


New York, New York 10179


Attention: Kunal K. Singh


 





RREF III-D AIV RR, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer


   Joseph Bachkosky





 


		   Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 207-JP6 (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 Risk Retention Certificates. The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.



 


		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 Regulation RR or the Depositor that the transfer will occur during the Transfer Restriction Period and that
the transfer will comply with all applicable requirements of Regulation RR.



 


		☐	The Transferor certifies, represents and warrants to
the Certificate Registrar or the Depositor that the transfer will occur after the termination of the Transfer Restriction Period.



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____], 20[__].


 





	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


   









    Exhibit D-4-2 


     

    

 


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)

    JPMCC Commercial Mortgage Securities Trust Series 2017-JP6
	 	 	 
	 	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:	JPMCC Commercial Mortgage Securities Trust
    2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of JPMCC Commercial
Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, 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 June 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,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells 


 






    Exhibit E-1 


     

    

 


 Fargo Bank, National Association, 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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6 



 


Ladies and Gentlemen:


 





The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMCC Commercial Mortgage Securities
Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, Class [F-RR][G-RR][NR-RR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 entity whose underlying assets include Plan assets within the
meaning of Department of Labor Regulation §2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance 


 






    Exhibit F-1-1 


     

    

 


 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 Purchaser, 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 Purchaser, 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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6





 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	JPMCC Commercial
Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMCC Commercial Mortgage Securities Trust
2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6, Class [R][Z]
Certificates (the “Class [R][Z] Certificate”) issued pursuant
to that certain Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 within the
meaning of Department of Labor Regulation §2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class [R][Z]
Certificate.





 






    Exhibit F-2-1 


     

    

 


IN WITNESS WHEREOF, the Purchaser hereby
executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit F-2-2 


     

    

 


EXHIBIT G


 


FORM
OF DISTRIBUTION DATE STATEMENT






 


 




    Exhibit G-1 


     

    

 



 


 











	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 	 	Rialto Capital Advisors, LLC

	 	 	 	Pentalpha Surveillance LLC	 	 	 
	 	 	 	Mortgage Securities Corp.	 	 	 	Bank, National Association	 	 	 	730 NW 107th Avenue, Suite 400	 	 	 	375 North French Road	 	 	 
	 	 	 		 	 	 	10851 Mastin Street, Suite 300	 	 	 	Miami, FL 33172	 	 	 	Suite 100	 	 	 
	 	 	 	383 Madison Avenue	 	 	 	Overland Park, KS 66210






	 	 	 		 	 	 	Amherst, NY 14228	 	 	 
	 	 	 	New York, NY 10179	 	 	 	



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:	 	 	 	Contact:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Kunal Singh	 	 	 	Heather Wagner	 	 	 	Contact: Thekla Salzman	 	 	 	Contact:      Don Simon	 	 	 
	 	 	 	Phone Number:  (212) 834-5467	 	 	 	Phone Number:   (913) 253-9570	 	 	 	Phone Number:    (305) 229-6465	 	 	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 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	 	 
	 	 	NR-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	 	 
	 	 	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	 	 	 	 	 	 	 	 
	 	 	(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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 
	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	 
	 	NR-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	 
	 	 	 	 	 	 	 	 	 	 
	 	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	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






     Page 3 of 24


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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  
    	 	 
	 	 	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  	 	 
	 	 	NR-RR	 	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


    	 



    







	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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


    	 



    







	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	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


    	 



    







	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 
	 	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


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 13 of 24


    	 



    




	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 
	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    





	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    










	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    






	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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


    	 



    






	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 	 
	 	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


    	 



    








	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



     Page 23 of 24


    	 



    



	 	 	 	 
		JPMCC Commercial Mortgage Securities Trust 2017-JP6


Commercial Mortgage Pass-Through Certificates

Series 2017-JP6	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:	7/17/17
	8480 Stagecoach Circle	Record Date:	6/30/17
	Frederick, MD 21701-4747	Determination Date:	7/11/17



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk
Retention Compliance

        Pursuant to
        the PSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com
        <http://www.ctslink.com>, specifically under the “Risk Retention Compliance” tab for the
        JPMCC 2017-JP6 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6” (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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, Class [__]       



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6, Class [__]       



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, Class [__]       



 



Reference is hereby
made to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, Class [__]



 




Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.


  


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


 









 






* Select,
as applicable.


 







    Exhibit L-1 


     

    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchaser.


 


		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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6, Class [__]       



 




Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6, Class [__]       



 



Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6, Class [__]       



 



Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are


 






    Exhibit O-1 


     

    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchaser.


 





	 	[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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

Email: trustadministrationgroup@wellsfargo.com;

       cts.cmbs.bond.admin@wellsfargo.com






 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6       



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.


 


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 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


 






    Exhibit P-1A-1 


     

    

 


 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 Purchaser 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

        Overland Park, Kansas 66210

        Attention:  Executive Vice President – Division Head

         
	
        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

        Columbia,
Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

Email: trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: JPMCC 2017-JP6 Transaction Manager

        Email: notices@pentalphasurveillance.com

        (with JPMCC
2017-JP6 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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6




  





Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile Number: (305) 229-6425


Email: liat.heller@rialtocapital.com,


   jeff.krasnoff@rialtocapital.com,


   niral.shah@rialtocapital.com,


   adam.singer@rialtocapital.com


 






		RE:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6       



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 






    Exhibit P-1B-1 


     

    

 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchaser and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 






    Exhibit P-1B-2 


     

    

 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic


  


click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-1B-3 


     

    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a 

Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank,
National Association




9062 Old Annapolis Road


Columbia, Maryland
21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

Email: trustadministrationgroup@wellsfargo.com;

       cts.cmbs.bond.admin@wellsfargo.com



 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy
Number: 1-888-706-3565


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6       



 



In accordance with
the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.


 


4.       The
undersigned is a Borrower Party.


 






    Exhibit P-1C-1 


     

    

 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchaser and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Exhibit P-1C-2 


     

    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Midland Loan Services, a Division
of PNC Bank, National Association

        10851 Mastin Street

        Overland Park, Kansas 66210

        Attention:  Executive Vice President – Division Head
	
        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

        Columbia,
Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

Email: trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: JPMCC 2017-JP6 Transaction Manager

        Email: notices@pentalphasurveillance.com (with JPMCC 2017-JP6 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)

        JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

        




 





Rialto Capital Advisors, LLC





790 NW 107th Avenue, 4th Floor





Miami, Florida 33172





Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer





Facsimile Number: (305) 229-6425





Email: liat.heller@rialtocapital.com,


   jeff.krasnoff@rialtocapital.com,


   niral.shah@rialtocapital.com,


   adam.singer@rialtocapital.com


 









		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6       



 



In accordance with
the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 






    Exhibit P-1D-1 


     

    

 


1.       The undersigned is [the Directing
Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


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 Purchaser 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-1D-2 


     

    

 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][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 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division Head 
	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        JPMCC Commercial Mortgage Securities Trust Series 2017-JP6 

        Email: trustadministrationgroup@wellsfargo.com 

                   cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: JPMCC 2017-JP6 Transaction Manager 

        Email:notices@pentalphasurveillance.com (with JPMCC 2017-JP6 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) JPMCC Commercial Mortgage
Securities Trust Series 2017-JP6 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff,
Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,

                   jeff.krasnoff@rialtocapital.com,

                   niral.shah@rialtocapital.com,

                   adam.singer@rialtocapital.com 
	 


  


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2017-JP6 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2017-JP6 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






     Exhibit P-1E-1


     


    




 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned is
not a Borrower Party with respect to any other Mortgage Loan. 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


 



     Exhibit P-1E-2


     


    

 


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
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchaser 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
Purchaser and the Trust Fund from any 


 



     Exhibit P-1E-3


     


    

 


damage, loss, cost or liability
(including legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any
unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded
Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used but not defined
herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified. 





	 	 	 	 	 
	 	[Directing Certificateholder][Holder of the
majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: 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 21045-1951 


Attention: Corporate Trust Services (CMBS) 


JPMCC Commercial Mortgage Securities Trust Series 2017-JP6 


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: JPMCC Commercial Mortgage Securities Trust
Series 2017-JP6


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6



 


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
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any Excluded Information with respect to the Excluded
Loans listed in the table in


 






     Exhibit P-1F-1


     


    

 


paragraph 2 above on the Certificate Administrator’s Website with respect to the JPMCC Commercial
Mortgage Securities Trust 2017-JP6 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:



 






     Exhibit P-1F-2


     


    




 


	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.	 	 
	 	 	 
	


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 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division Head

         
	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        JPMCC Commercial Mortgage Securities Trust Series 2017-JP6 

        Email: trustadministrationgroup@wellsfargo.com 

                   cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: JPMCC 2017-JP6 Transaction Manager 

        Email:notices@pentalphasurveillance.com (with JPMCC 2017-JP6 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) JPMCC Commercial Mortgage
Securities Trust Series 2017-JP6 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff,
Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email:  liat.heller@rialtocapital.com,

                    jeff.krasnoff@rialtocapital.com,

                    niral.shah@rialtocapital.com,

                    adam.singer@rialtocapital.com 
	 


  


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
Series 2017-JP6



 


In accordance with Section 3.23 of the Pooling and Servicing
Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit


 



     Exhibit P-1G-1


     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [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


 


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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


 


		Attention:	Corporate
                                         Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-JP6



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 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, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Trustee, and Pentalpha Surveillance LLC, as 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 Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.          The
undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);


 


b.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


c.          has
access to the Depositor’s 17g-5 website; and


 


d.          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 JPMCC Commercial Mortgage
Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and
Pentalpha Surveillance LLC, as 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



 






     Exhibit P-2-3


     

    

 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 


		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.



 






     Exhibit P-2-4


     

    

 


		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 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.



 






     Exhibit P-2-5


     

    

 


		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 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



 






     Exhibit P-2-6


     

    

 


			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-2-7


     

    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


 


		Attention:	Corporate
                                         Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-JP6



 


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
June 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, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
as Trustee, and Pentalpha Surveillance LLC, as 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 Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 






     Exhibit P-3-1


     

    

 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-3-2


     

    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance
LLC, as 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 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head 

        Telecopy
        number: 1-888-706-3565

	 	 	 
	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	 	Wells
        Fargo Bank, National Association 

        600
        South 4th Street, 7th Floor 

        MAC:
        N9300-070 

        Minneapolis,
        Minnesota 55479 

        Attention:
        Corporate Trust Services (CMBS) 

        JPMCC
        Commercial Mortgage Securities Trust Series 2017-JP6 

        Telecopy
        Number: (410) 715 2380 

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.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
	 	Rialto
        Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile
        Number: (305) 229-6425 

        Email:     liat.heller@rialtocapital.com,

                       jeff.krasnoff@rialtocapital.com,

                       niral.shah@rialtocapital.com,

                       adam.singer@rialtocapital.com

	 	 	 
	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
	 	[DIRECTING
    CERTIFICATEHOLDER NOTICE ADDRESS]
	 	 	 
	Pentalpha
        Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        JPMCC 2017-JP6 Transaction Manager 

        Email:
        notices@pentalphasurveillance.com (with JPMCC 2017-JP6 in the subject line)
	 	[APPLICABLE
    MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 






     Exhibit Q-2


     

    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER 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”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors
of the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (12) below; provided however, that the documents described below
may only be executed and delivered by the Attorney-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Agreement”) between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, the Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”) and 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6,
Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 and no power is granted hereunder to take any action that would
be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage
loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of
mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






     Exhibit R-1-1


     

    

 


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 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-1-2


     

    

 


8.          Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.          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 [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
Master Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this _________ day of ________, 20[__].



 






     Exhibit R-1-3


     

    

 





	 	Wells
    Fargo Bank, National Association, as Trustee,
	 	 
	 	For
    JPMCC Commercial Mortgage Securities Trust 2017-JP6


 


	 	 	By:	 
	Witness:	 	 	,
    Vice President  
	 	 	 	 
	 	 	 	 
	Witness:	 	 	Attest:	Assistant
    Secretary  








 






     Exhibit R-1-4


     

    

 








	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-1-5


     

    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile
Number: (305) 229-6425 


Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 





	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee
(in such capacity, the “Trustee”), hereby constitutes and appoints Rialto Capital Advisors, LLC (the “Special
Servicer”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”), and in its name, aforesaid
Attorney-In-Fact, by and through any duly appointed authorized representative appointed by the Board of Directors of the Special
Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
for the tasks described in the items (1) through (11) below; provided however, that the documents described below may only be
executed and delivered by the Attorney-In-Fact if such documents are required or the action is permitted under the terms of the
Pooling and Servicing Agreement, dated as of June 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,
the Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”) and 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6,
Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 and no power is granted hereunder to take any action that would
be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power
of Attorney is being issued in connection with the Special Servicer’s responsibilities to service certain mortgage loans
(the “Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral


 






     Exhibit R-2-1


     

    

 


comprised
of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and
other forms of security instruments (collectively the “Security Instruments”), in each case, encumbering any
and all real and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


1.          Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the
extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or
non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud
and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.          Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.          Transact
business of any kind regarding the Mortgage Loans and the Mortgaged Properties.


 


4.          Obtain
an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract
for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory
note or performance of any obligation or agreement.


 


5.          Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements,
leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of the Trustee.


 


6.          Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Mortgage Loans.


 






     Exhibit R-2-2


     

    

 


7.          Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loans.


 


8.          Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special
Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.


 


9.          Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Mortgage Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such
purpose, and the execution or requests to the trustees to accomplish the same.


 


10.        Convey
the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned,
or convey title to real estate owned property (“REO Property”).


 


11.        Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property
to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO
Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Special Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National
Association, as Trustee under the Agreement.







     Exhibit R-2-3


     

    




 


Witness
my hand and seal this          day of           ,
2017.


 


NO
CORPORATE SEAL


 





	 	Wells
    Fargo Bank, National Association, as Trustee,
	 	 
	 	For
    JPMCC Commercial Mortgage Securities Trust 2017-JP6


 


	 	 	By:	 
	Witness:	 	 	,
    Vice President  
	 	 	 	 
	 	 	 	 
	Witness:	 	 	Attest:	Assistant
    Secretary  








 






     Exhibit R-2-4


     

    

 


	STATE
    OF	)	 
	 	)   ss.:	 
	COUNTY OF	)	 


 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of [______] that the foregoing paragraph is true and correct.


  


Witness
my hand and official seal.


 





	 	 
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission
    expires:	 
	 	 


 






     Exhibit R-2-5


     

    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS


 





	Loan	Companion Holder
	245 Park Avenue	

         

 Note A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, B1, B-2, B-3, B-4
        and B-4

         

        Wilmington Trust, National Association for the Holders of 245
        Park Avenue Trust 2017-245P, Commercial Mortgage Pass-Through Certificates, Series 2017-245P

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        110 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee

         

        with a copy to:

         

        Facsimile: 302-636-4140 

        E-mail: cmbstrustee@wilmingtontrust.com

         

        Notes A-2-A-2, A-2-A-3 and A-2-A-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

         

        and

         

        JPMorgan Chase Bank, National Association 

        383 Madison Avenue 

        New York, New York 10179 

        Attention: Nancy S. Alto 

        Facsimile No.: (212) 623-4779

         

        with a copy to:

         




 






    Exhibit S-1


     


    

 


	 	
        Cadwalader, Wickersham & Taft LLP 

        One World Financial Center 

        New York, New York 10281 

        Attention: Fredric L. Altschuler, Esq. 

        Facsimile No.: (212) 504-6666

         

        Notes A-2-B-1, A-2-B-2 and A-2-B-3

         

        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-C-1 and A-2-C-2

         

        Deutsche Bank, AG, 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-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-2


     


    

 

	 	
         

        with a copy to:

         

        Société Générale

        245 Park Avenue

        11th Floor

        New York, New York 10167

        Attention: General Counsel

        Facsimile: (212) 278-2074

         

        Notes A-2-E-1 and A-2-E-2

         

        Barclays Bank PLC

         

        NOTICE ADDRESS:

         

        Barclays Bank PLC

745 Seventh Avenue

New York, New York 10020

Attention: Michael S. Birajiclian 

	211 Main Street	
        

Notes A-2 and A-3

         

        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

         

        and

         

        JPMorgan Chase Bank, National Association 

        383 Madison Avenue 

        New York, New York 10179 

        Attention: Nancy S. Alto 

        Facsimile No.: (212) 623-4779

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP 

        227 West Trade Street 

        Charlotte, North Carolina 28202 

        Attention: David Burkholder 

        Facsimile No.: (704) 348-5200 



 






    Exhibit S-3


     


    

 

	 	
         

        Notes B-1, B-2 and B-3

         

        Athene Annuity and Life Company

         

        NOTICE ADDRESS

         

        c/o Athene Asset Management, L.P. 

        2121 Rosecrans Ave, Suite 5300 

        El Segundo, CA 90245 

        Attn: Stephen Hanover

         

        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 Jablonsk 

	740 Madison	
        Note A-2

         

        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

         

        and

         

        JPMorgan Chase Bank, National Association 

        383 Madison Avenue 

        New York, New York 10179 

        Attention: Nancy S. Alto 

        Facsimile No.: (212) 623-4779

         



 






    Exhibit S-4


     


    

 

	 	
        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP 

        227 West Trade Street 

        Charlotte, North Carolina 28202 

        Attention: David Burkholder 

        Facsimile No.: (704) 348-5200 

	Apex Fort Washington	
        Notes A-2 and A-3

         

        Benefit Street Partners CRE Finance LLC

         

        NOTICE ADDRESS

         

        Benefit Street Partners CRE Finance LLC 

        9 West 57th Street, Suite 4920 

        New York, New York 10019 

        Attention: Micah Goodman and Tiffany Putman 

	Moffett Gateway	
        Note A-1

         

        Wells Fargo Bank, National Association for the Holders of JPMCC
        2017-JP5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-JP5

         

        NOTICE ADDRESS

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        JPMCC 2017-JP5 Commercial Mortgage Securities Trust Series 2017-JP5

         

        Note A-2

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2016-JP4 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-JP4

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 




 






    Exhibit S-5


     


    

 


	 	
        Attention: CMBS Trustee JPMCC 2016-JP4

         

        with a copy to:

         

        Telecopy number: (302) 636-4140 

        Email: CMBSTrustee@wilmingtontrust.com

         

        Notes A-3

         

        Wilmington Trust, National Association for the Holders of JPMCC
        2017-C5 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C5

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee JPMCC 2017-C5

         

        with a copy to:

         

        Telecopy number: (302) 636-4140 

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note A-5

         

        Wilmington Trust, National Association for the Holders of JPMDB
        2016-C4 Securitization Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C4

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee JPMDB 2016-C4

         

        with a copy to:

         

        Telecopy number: (302) 636-4140 

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note B-1 (Controlling Noteholder)

         

        Meritz Private Real Estate Fund 3

         



 






    Exhibit S-6


     


    

 

	 	
        NOTICE ADDRESS:

         

        Meritz Real Estate Asset Management 

        12F, 15, Gukjegeumyung-ro 6-gil, 

        Yeongdeungpo-gu, Seoul, 07330, Korea 

        Attention: Jun Hyun Shin 

        Facsimile No: +82-2-6309-4820

         

        and

         

        Meritz Real Estate Asset Management 

        12F, 15, Gukjegeumyung-ro 6-gil, 

        Yeongdeungpo-gu, Seoul, 07330, Korea 

        Attention: Jean-Seok (Joseph) Oh 

        Facsimile No: +82-2-6309-4820

         

        with a copy to:

         

        Baker & McKenzie LLP 

        300 E. Randolph St., Suite 5000 

        Chicago, IL 60601 USA 

        Attention: Matthew C. Alshouse 

        Facsimile No.: (312) 698-2985 





  



    Exhibit S-7


     


    







 


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:
[245 Park Avenue Trust 2017-245P][JPMCC 2016-JP4] Asset Manager 


Telecopy
Number: (704) 715-0036 


Email:
commercial.servicing@wellsfargo.com]


 


[ADDRESS
OF THE 211 MAIN STREET MASTER SERVICER]


 


[ADDRESS
OF THE 740 MADISON MASTER SERVICER]


 


[ADDRESS
OF THE APEX FORT WASHINGTON MASTER SERVICER]


 


VIA
FACSIMILE


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6



 


Dear
[__________]:


 


[Wells
Fargo Bank, National Association][INSERT NAME OF THE [211 MAIN STREET][740 MADISON][APEX FORT WASHINGTON] MASTER SERVICER], is
the master servicer (the “Non-Serviced Master Servicer”) for the [245 Park Avenue Whole Loan][211 Main Street
Whole Loan][740 Madison Whole Loan][Apex Fort Washington Whole Loan][Moffett Gateway Whole Loan], as such term is defined under
the Pooling and Servicing Agreement, dated June 1, 2017 (the “2017-JP6 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 (the “2017-JP6 Master Servicer”), Rialto Capital Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. The Certificate Administrator hereby
directs the Non-Serviced Master Servicer, as follows:


 


The
Non-Serviced Master Servicer shall remit to the 2017-JP6 Master Servicer all amounts payable to, and forward, deliver or otherwise
make available, as the case may be, to the 2017-JP6 Master Servicer all reports, statements, documents, communications, and other
information that are to be forwarded, delivered or otherwise made available to, the holder of the [245 Park Avenue Mortgage Loan][211
Main Street Mortgage Loan][740 Madison Mortgage Loan][Apex Fort Washington Mortgage Loan][Moffett Gateway Mortgage Loan] (as such
term is defined in the 2017-JP6 Pooling and Servicing Agreement) under the [245 Park Avenue


 






    Exhibit T-1


     


    

 


Mortgage Loan][211 Main Street Mortgage
Loan][740 Madison Mortgage Loan][Apex Fort Washington Mortgage Loan][Moffett Gateway Mortgage Loan] (as such term is defined in
the 2017-JP6 Pooling and Servicing Agreement).


 


The
[245 Park Avenue Mortgage Loan][211 Main Street Mortgage Loan][740 Madison Mortgage Loan][Apex Fort Washington Mortgage Loan][Moffett
Gateway Mortgage Loan] [is][is not] a Significant Obligor (as such term is defined in the 2017-JP6 Pooling and Servicing Agreement)
under the 2017-JP6 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 JPMCC Commercial Mortgage Securities Trust
2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6
	 	 	 
	 	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 June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
                                         as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
                                         Reviewer.





 


Date: _________,
20___


 





		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6

                                         

                                         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 the


 






    Exhibit U-3


     


    

 


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 June 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, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as
certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. 


Transaction:
JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 


Operating
Advisor: Pentalpha Surveillance LLC 


Special
Servicer as of December 31: Rialto Capital Advisors, LLC 


Directing
Certificateholder: RREF III-D AIV RR, LLC


 


		I.	Population
of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of a Final Asset Status Report.



 


		b.	Final
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet
                                         be fully implemented.



 


		2.	The
                                         Special Servicer has notified the Operating Advisor that it has completed a Major Decision
                                         with respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR
                                         CONSULTATION EVENT: and [●] non-Specially Serviced Loans], and provided the Major
                                         Decision Reporting Package or Final Asset Status Report with respect to [●] Specially
                                         Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION EVENT: and [●] non-Specially
                                         Serviced Loans] to the operating advisor.



 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance


 





 



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


     


    

 


with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report.
Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year on a “trust-level basis”. [The Operating Advisor believes, in its sole discretion exercised in
good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of the following
material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


III.       List
of Items that Were Considered in Compiling this Report


 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the operating advisor’s obligations
                                         under the PSA and certain information it has reasonably requested from the special servicer
                                         [AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] and each Asset Status Report (after
                                         the occurrence and continuance of an Operating Advisor Consultation Event] and each Final
                                         Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations. 



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement Asset Status Reports and Major
                                         Decision Reporting Packages or Asset Status Reports with respect to Major Decisions.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] During the prior year, the Operating
                                         Advisor consulted with the Special Servicer regarding its strategy plan for a limited
                                         number of issues related to the following Specially Serviced Loans: [LIST]. The Operating
                                         Advisor participated in discussions 



 






    Exhibit V-2


     


    

 





			 and made strategic observations and recommended alternative
                                         courses of action to the extent it deemed such observations and recommendations appropriate.


 


 


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	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report
                                         



 


		1.	[As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor 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.]



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package, the Operating Advisor did not
                                         participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
                                         discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have
                                         authority to speak with the Directing Certificateholder or borrower directly. As such,
                                         the Operating Advisor relied upon the information delivered to it by the Special Servicer
                                         as well as its interaction with the Special Servicer, if any, in gathering the relevant
                                         information to generate this report. The services that we perform are not designed and
                                         cannot be relied upon to detect fraud or illegal acts should any exist. 



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 






    Exhibit V-3


     


    

 


		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
Certificate Administrator and Trustee 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Corporate Trust Services (CMBS) 


JPMCC
Commercial Mortgage Securities Trust Series 2017-JP6 


Telecopy
Number: (410) 715-2380 


 


Rialto
Capital Advisors, LLC 


as
Special Servicer 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile
Number: (305) 229-6425 


Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6, 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 June 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, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMCC Commercial
Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 






    Exhibit W-1


     


    

 


Based
upon such assessment, we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


  


Dated:


 









    Exhibit W-2


     


    

 


EXHIBIT
X


 


FORM
OF CONFIDENTIALITY AGREEMENT


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: 1-888-706-3565


 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172  


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile
Number: (305) 229-6425 


Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


		Re:	Access
                                         to Certain Information Regarding JPMCC Commercial Mortgage Securities Trust 2017-JP6,
                                         Commercial Mortgage Pass-Through Certificates, Series 2017-JP6



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee and Pentalpha Surveillance LLC, as 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”)/Rialto Capital Advisors, LLC (“Rialto”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a 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/Rialto]
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to [Midland/ Rialto] by third parties, (b) may not have been
verified by [Midland/ Rialto], and (c) may be incomplete or


 






    Exhibit X-1


     


    

 


contain inaccuracies. The Company agrees that [Midland/ Rialto], 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 (z) [Midland/
Rialto]’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the
foregoing, the following will not constitute “Confidential Information” for purposes of this letter agreement:
(a) information that was already in Company’s possession prior to its receipt from [Midland/ Rialto]; (b) information that
is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information
to Company by a contractual, legal or fiduciary obligation to [Midland/ Rialto]; (c) information that is or becomes publicly available
through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Midland/ Rialto]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/ Rialto]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Midland/ Rialto] may cease or defer providing the
Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or
(b) [Midland/ Rialto] determines (in its sole discretion) that such termination is necessary for any reason, including its determination
that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents,
or any applicable law. [Midland/ Rialto] shall cease to provide the Company with Confidential Information if [Midland/ Rialto]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents
and [Midland/ Rialto] determines that the provision, notice or access to such Confidential Information would violate the accepted
servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations
and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the
Company’s access to the Confidential Information. [Midland/ Rialto]’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


 






    Exhibit X-2


     


    

 


Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Midland/ Rialto] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Midland/ Rialto]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 









    Exhibit X-3


     


    

 


 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
    ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC 




	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]












 


	CONFIRMED AND AGREED TO: 
 
 [COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:]	 












 







    Exhibit X-4


     


    

 





EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED
WITH FORM 10-K


 


CERTIFICATION


 


I, [identifying the
certifying individual], 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 JPMCC Commercial Mortgage Securities Trust 2017-JP6 (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, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wells Fargo Bank, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor;


 


(B)          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


 



    Exhibit Y-1


     


    

 


Administrator for the 245 Park
Avenue Mortgage Loan, and Trimont Real Estate Advisors, LLC, as Operating Advisor for the 245 Park Avenue Mortgage Loan;


 


(D)          [AFTER
211 MAIN STREET SERVICING SHIFT SECURITIZATION DATE:] [______], as Primary Servicer for the 211 Main Street Mortgage Loan, [______],
as Special Servicer for the 211 Main Street Mortgage Loan, [______], as Trustee for the 211 Main Street Mortgage Loan, [______],
as Certificate Administrator for the 211 Main Street Mortgage Loan, and [______], LLC, as Operating Advisor for the 211 Main Street
Mortgage Loan;


 


(E)           [AFTER
740 MADISON SERVICING SHIFT SECURITIZATION DATE:] [______], as Primary Servicer for the 740 Madison Mortgage Loan, [______], as
Special Servicer for the 740 Madison Mortgage Loan, [______], as Trustee for the 740 Madison Mortgage Loan, [______], as Certificate
Administrator for the 740 Madison Mortgage Loan, and [______], as Operating Advisor for the 740 Madison Mortgage Loan.


 


(F)           [AFTER
APEX FORT WASHINGTON SERVICING SHIFT SECURITIZATION DATE:] [______], as Primary Servicer for the Apex Fort Washington Mortgage
Loan, [______], as Special Servicer for the Apex Fort Washington Mortgage Loan, [______], as Trustee for the Apex Fort Washington
Mortgage Loan, [______], as Certificate Administrator for the Apex Fort Washington Mortgage Loan, and [______], as Operating Advisor
for the Apex Fort Washington Mortgage Loan; and


 


(G)           Wells
Fargo Bank, National Association, as Primary Servicer for the Moffett Gateway Mortgage Loan, Rialto Capital Advisors, LLC, as Special
Servicer for the Moffett Gateway Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Moffett Gateway Mortgage
Loan, Wells Fargo Bank, National Association, as Certificate Administrator for the Moffett Gateway Mortgage Loan, and Pentalpha
Surveillance LLC, as Operating Advisor for the Moffett Gateway Mortgage Loan;


 


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-2


     


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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


 



    Exhibit Z-1-1


     


    

 


Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification
is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the
Certificate Administrator under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	 
	 	Name:
	 	Title:


 






    Exhibit Z-1-2


     


    







 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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


 



    Exhibit Z-3-1


     


    

 


Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.             The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification
is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-3-2


     


    

 


EXHIBIT Z-4


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY TRUSTEE


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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


 



    Exhibit Z-4-1


     


    

 


inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification
is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the
Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-4-2


     


    

 


EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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


 



    Exhibit Z-6-1


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification
is being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under
the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	 
	 	Name:
	 	Title:


 




    Exhibit Z-6-2


     


    

 


EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
Pass-Through Certificates, Series 2017-JP6, issued pursuant to the Pooling and Servicing Agreement dated as of June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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

        

	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.  	Certificate
                                         Administrator

        

        Master
        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	 




	 	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.	Special
    Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
                                         Administrator

        

        Operating
        Advisor (with respect to A and B)

        

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        

        Master
        Servicer

        

        Special
        Servicer

        

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        

        Special
        Servicer

        

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
                                         Servicer

        

        Special
        Servicer

        

	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



 






    Exhibit AA-2


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE 

        PARTY

	Reference	Criteria	 




	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 JPMCC 2017-JP6 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item
    on Form 10-D	Party
    Responsible
	Item 1:
                                         Distribution and Pool Performance Information:

        

        ●     Item 1121(a)(13)
        of Regulation AB

        

        ●     Item 1121(a)(14)
        of Regulation AB 
	●     Certificate
                                         Administrator 

        ●     Depositor

        

	Item 1A:
                                         Asset-Level Information

        

        ●     Item 1111(h)
        of Regulation AB 

        ●     Item 1125
        of Regulation AB

        
	●     Each
                                         Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting
                                         period applicable to the first Form 10-D filed with respect to the Trust)

        

        ●     Master
        Servicer 

	Item 1B:
                                         Asset Representations Reviewer and Investor Communication:

        

        ●     Item 1121(d)
        of Regulation AB

        

        ●     Item 1121(e)
        of Regulation AB

         
	●     Certificate
                                         Administrator

        

        ●     Depositor 

        ●     Asset
        Representations Reviewer

        




 






    Exhibit BB-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible



	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

	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 

        

        
	●     Master
                                         Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        

        ●     Special
        Servicer (as to REO Properties)

         




 


 



    Exhibit BB-2


     


    




 


	Item
    on Form 10-D	Party
    Responsible



	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.

                                                                                
	 
	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 

          




 








    Exhibit BB-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible






		

               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 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.

        




  






    Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible	 
	
        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 Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 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	 


 




    Exhibit BB-5


     


    


 


	Item on Form 10-D	Party Responsible
	
        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 this Item 10.


 




    Exhibit BB-6


     


    


 


EXHIBIT CC


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this JPMCC 2017-JP6 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	Item 1B: Unresolved Staff Comments	●     Depositor
	
        Item 9B: Other Information, but only to the extent of any information that
        meets all the following conditions:

        (a)          such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

        (b)          such information is required to be
        reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

        (c)          such information was not previously
        reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D
	●     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
	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 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
	
        ●     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
	
        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)

        ●     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



 






    Exhibit CC-3


     


    

 


	Item on Form 10-K	Party Responsible
	 	●     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 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-JP6 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
	
        ●     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 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”



 






    Exhibit CC-4


     


    

 


	Item on Form 10-K	Party Responsible
	
        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-JP6 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 Disclosure”.
	
        (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.

	
        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
	
        ●     The
        Depositor

        ●     Each
        Mortgage Loan Seller



 






    Exhibit CC-5


     


    

 


	Item on Form 10-K	Party Responsible
	
        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-JP6 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was 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-JP6 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
	 


 






    Exhibit CC-6


     


    

 


	Item on Form 10-K	Party Responsible	 
	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	 
	
        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 	 


 






    Exhibit CC-7


     


    


 





	 	 
	Item
    on Form 10-K	Party
    Responsible
	 	Mortgage
    Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged
    by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been
    executed on behalf of the Trust.
	Item
                                         15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         15: Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of
        Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         15: Exhibits (no. 14):

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         15: Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	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
	●     Depositor



 






    Exhibit CC-8


     


    

 


	 	 	 
	Item
    on Form 10-K	Party
    Responsible	 
	Item
    601 of Regulation S-K)	 	 
	Item
                                         15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
    Applicable	 
	Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Agreement.
	●     Depositor	 
	Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 11.13 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))

         
	●     Not
    Applicable	 



 






    Exhibit CC-9


     


    

 


	 	 
	Item
    on Form 10-K	Party
    Responsible
	Rule
    13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).	 
	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)

         

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this 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)

         
	●     Not
    Applicable



 






    Exhibit CC-10


     


    

 


	 	 
	Item
    on Form 10-K	Party
    Responsible
	XBRL-Related
    Documents (Exhibit No. 100 of Item 601 of Regulation S-K).	 
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d)
    of Exhibit DD, (b) such document is required to be reported as “Additional Form 8 K Disclosure” during
    the period to which the Form 10 K relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form
    10-K).
	Item
                                         15: Exhibit (no. 101)

         

        Interactive
        Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item
                                         15: Exhibit (no. 102)

         

        Asset
        Data File (Exhibit No. 102 of Item 601 of Regulation S-K).
	●     [Certificate
                                         Administrator]

                                                                                                                                            

        ●     [Depositor]

	Item
                                         15: Exhibit (no. 103)

         

        Asset
        Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).
	●     [Certificate
                                         Administrator]

                                                                                                                                            

        ●     [Depositor]





 


    Exhibit CC-11


     


    

 


EXHIBIT DD


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the
“Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report
to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item
described in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a
Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the
applicable Master Servicer or Special Servicer, as the case may be. For this JPMCC 2017-JP6 Pooling and Servicing Agreement, each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.


 





	 	 
	Item
    on Form 8-K	Party
    Responsible
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material
contracts to which the registrant or a subsidiary thereof is a party).

                                                                                                                                        

                                                                                                                                       ●     Certificate Administrator,
Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K
requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive
agreement that satisfies all the following conditions: (a) such amendment or definitive agreement 

	 



 






     Exhibit DD-1


     

    

 


	 	 	 
	Item
    on Form 8-K	Party
    Responsible	 
	 	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	 
	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
	 



 






     Exhibit DD-2


     

    

 


	 	 
	Item
    on Form 8-K	Party
    Responsible
	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
	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



 






     Exhibit DD-3


     

    

 


	 	 	 
	Item
    on Form 8-K	Party
    Responsible	 
	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):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable	 
	Item 9.01(d):
                                         Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable	 



 






     Exhibit DD-4


     

    

 


	 	 
	Item
    on Form 8-K	Party
    Responsible
	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)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.




 


     Exhibit DD-5


     

    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO

 cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS 

IMMEDIATELY
BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

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-JP6—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 June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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
	Bingham
    Office Center	Bernard
    Financial Corporation d/b/a Bernard Financial Servicing Group
	Romeo
    Commons	Bernard
    Financial Corporation d/b/a Bernard Financial Servicing Group
	Marriott
    Colorado Springs	Holliday
    Fenoglio Fowler, L.P.
	Diamond
    Hill Apartments	Holliday
    Fenoglio Fowler, L.P.
	Quail
    Creek	Holliday
    Fenoglio Fowler, L.P.
	9600
    Perry Highway	Holliday
    Fenoglio Fowler, L.P.
	Barrington
    Town Center	PFG
    Servicing Corporation


 




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	Bernard
                                         Financial Corporation d/b/a Bernard Financial Servicing Group



 




    Exhibit GG-2


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


JPMCC
Commercial Mortgage Securities Trust 2017-JP6,

Commercial Mortgage Pass-Through Certificates

Series 2017-JP6 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer] [Rialto Capital Advisors, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator]
[Wells Fargo Bank, National Association, as Trustee] (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]

[RIALTO CAPITAL ADVISORS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 



 




    Exhibit HH-3


     


    

 


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:
JPMCC 2017-JP6, 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	JPMCC
    2017-JP6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMCC
    2017-JP6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMCC
    2017-JP6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 




     Exhibit KK-1


     


    

 


EXHIBIT
LL


 


[Reserved.]


 




     Exhibit LL-1


     


    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

CTS.SEC.NOTIFICATIONS@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) JPMCC 2017-JP6—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 June 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, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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 Registrar 


600
South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Email: trustadministrationgroup@wellsfargo.com


 


Midland
Loan Services, a Division of PNC Bank, National Association

as Master Servicer 


10851
Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile
Number: (305) 229-6425 


Email:
liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


Pentalpha
Surveillance LLC

as Operating Advisor 


375
N. French Road, Suite 100

Amherst, New York 14228

Attention: JPMCC 2017-JP6 Transaction Manager

Email: notices@pentalphasurveillance.com (with JPMCC 2017-JP6 in the subject line)


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6 Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of June 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, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wells Fargo Bank, National Association,
                                         as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
                                         Reviewer



 






     Exhibit NN-1


     


    

 


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:






	 
	 
	 
	 







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:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 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:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 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


 


ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the
“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-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. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and
(2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider
Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers
Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition
to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test
pass.


 






    Exhibit QQ-2


     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	  1.   Complete
    Servicing File.  All documents comprising the Servicing File will be or have been delivered to the Master Servicer
    with respect to each Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.	1	Review
    the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.  If
    so determined, it will be a Test pass.	Servicing
    File; Custodian certification
	  2.   Whole
    Loan; Ownership of Mortgage Loans.  Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not an interest in a Mortgage Loan.  Each Mortgage Loan 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), participation (other than with respect to Serviced Mortgage Loans) 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 Pooling and Servicing Agreement, 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 Closing Date between the Master Servicer and the 	MS
    Servicer Notices


 






    Exhibit QQ-3


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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, without limitation, any such valid offset, defense, counterclaim or 	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-4


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 (a) the material terms of such Mortgage,
    Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been 	6a	Review
    the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived,
    impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments
    set forth in the related Mortgage File.  	Mortgage
    Loan Documents; MS Servicer Notices


 




    Exhibit QQ-5


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 May 5, 2017.	 	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 Trust) 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 Trust). 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 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 	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 Property was free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances.  If so determined, it will be a Test pass.	Title
    Policy


 




    Exhibit QQ-6


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 Pooling and Servicing Agreement, 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).	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
	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 	MS
    Servicer Notices


 




    Exhibit QQ-7


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	 
	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 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 	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 Seller.  If no such
    notation or other indication is found, it will be a Test pass.	Title
    Policy; MS Servicer Notices
	8e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder 	MS
    Servicer Notices


 




    Exhibit QQ-8


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	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.	 
	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 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 	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File.  If so determined, it will be a Test pass.	Mortgage
    File; Mortgage; Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates 	Title
    Policy


 




    Exhibit QQ-9


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	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.	 
	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 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
    	11a	Review
    the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements.  If
    such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	11b	Review
    the MS Servicer Notices for notation or other indication that the UCC-1 and UCC-3 statements were not in suitable form for
    filing.  If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices


 




    Exhibit QQ-10


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	statement
    was in suitable form for filing in the filing office in which such financing statement was filed.	 	 	 
	  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 will be a Test pass.	Engineering
    report; Property condition assessment
	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 	MS
    Servicer Notices


 




    Exhibit QQ-11


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	 
	  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 Property.	14	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
    condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that the Mortgage
    Loan Seller had knowledge as of the Closing Date of any such proceeding.  If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	  15.  Actions
    Concerning Mortgage Loan.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as
    of the Closing Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation
    involving any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
    and adversely affect 	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 	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File


 




    Exhibit QQ-12


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	(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.	 	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.	 
	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 and identified as such with appropriate detail.  Any and all requirements
    under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such
    purpose, which requirements were to have been complied with on or before Closing Date, have been complied with in all material
    respects or the funds so escrowed have not been released unless such release was consistent with proper and prudent commercial
    mortgage servicing practices or such released funds were otherwise used for their intended purpose.  No other escrow
    amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.	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.  If so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	16c	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the Mortgage
    Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose on or before
    the Closing Date have not been complied with in all material respects.  If such a notation or other indication is
    not found, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	16d	Review
    the Servicing File and the MS Servicer Notices to determine if an escrow release has been made that was not in accordance
    with the terms of the Mortgage Loan Documents.  If not so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	  17.  No
    Holdbacks.  The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the 	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to 	Mortgage
    Loan Schedule; Loan Agreement; 


 




    Exhibit QQ-13


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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).	 	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 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 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.

    

    
	18a	Review
    the insurance consultant report to determine if it shows that the Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
    and the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of
    any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
    fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
    but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation
    of any coinsurance provisions with respect to the  Mortgaged Property.  If so determined, it will be a
    Test pass.	Insurance
    Consultant Report
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above.  If such
    provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that (i) covers a
    period 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 	Mortgage
    Loan Documents


 




    Exhibit QQ-14


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 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 	 	Test
    pass.	 
	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
    mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.  If
    so determined with respect to each part of this Test, it will be a Test pass.	Insurance
    Consultant Report; Diligence File
	18f	Review
    the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an insurer
    meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal
    injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for loans originated
    for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.  If
    so determined, it will be a Test pass.	Insurance
    Consultant Report


 




    Exhibit QQ-15


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 (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.	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 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.	Mortgage
    Loan 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


 




    Exhibit QQ-16


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	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 than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If
    so determined, it will be a Test pass.	Insurance
    Consultant Report
	18o	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received by
    the Mortgage Loan Seller.  If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	  19.  Access;
    Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and
    has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer
    (or well and septic) and all required utilities, all of 	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


 






    Exhibit QQ-17


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	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 instructions or a “marked up” commitment) obtained in connection with the
    origination of each Mortgage Loan, (a) all material improvements that were included for the purpose of determining the
    appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries
    of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use
    of such Mortgaged Property, or are insured by applicable provisions of the Title Policy, (b) no improvements on adjoining
    parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect
    the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title Policy and (c) no
    improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely
    affect the value or current use of such Mortgaged Property or are insured by applicable provisions of the Title Policy.	20a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use
    of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy.  If
    so determined, it will be a Test pass.	Survey;
    Title Policy
	20b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured
    by applicable provisions of the most recently dated Title Policy.  If not so determined, it will be a Test pass.	Survey;
    Title Policy
	20c	Review
    the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such
    encroachments could materially and 	Survey;
    Title Policy


 




    Exhibit QQ-18


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	 
	  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 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 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 	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed
    the stated principal amount of the Mortgage Note.  If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Note
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan or Whole Loan
    is secured by an interest in real property (including buildings and structural components thereof, but excluding personal
    property) having a fair market value (i) at the date such Mortgage Loan or Whole Loan was originated at least equal to
    80% of the initial principal amount of any Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least
    equal to 80% of the outstanding principal amount of the  Mortgage Loan or Whole Loan on such date, provided that
    for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced
    by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate
    amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage
    Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other
    than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If
    so determined, it will be a Test pass.	Appraisal;
    Mortgage Loan Documents


 




    Exhibit QQ-19


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	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 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.	23a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage
    Loan do not comply with applicable local, state, and federal laws in any material respect.  If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	23b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements
    of any federal, state or local law have not been complied with.  If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	23c	Review
    the Loan Agreement to determine if it provides that the Mortgage Loan complied with usury laws.  If so determined,
    it will be a Test pass.	Loan
    Agreement
	  24.  Authorized
    to do Business.  To the extent required under applicable 	24	Review
    the MS Servicer Notices for a notation or other 	MS
    Servicer Notices


 




    Exhibit QQ-20


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	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.	 
	  25.  Trustee
    under Deed of Trust.  With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under
    applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance
    with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related
    mortgagee, and except in connection with a trustee’s sale after a default by the related Mortgagor or in connection
    with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are
    payable to such trustee except for reasonable fees paid by the Mortgagor.	25a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the  Mortgagor
    or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage Loan, no
    fees are payable to such trustee except for reasonable fees paid by the Mortgagor.  If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents
	  26.  Local
    Law Compliance.  To the Mortgage Loan Seller’s knowledge, based solely upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the
    Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located
    on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning
    ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy,
    use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity
    with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use
    or operation of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property
    may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction, (b) law 	26a	Review
    the zoning report to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage
    Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged
    Property or constitute a legal non-conforming use or structure.  If so determined, it will be a Test pass.	Zoning
    report
	26b	Review
    the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property.  If so determined,
    it will be a Test pass.	Zoning
    report
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property
    may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction.  If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents


 




    Exhibit QQ-21


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	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, certificates of occupancy, consents, and other approvals are in effect or the failure to obtain
    or maintain such material licenses, permits, franchises or certificates of occupancy does not materially and adversely affect
    the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage
    Loan or the rights of a holder of the related Mortgage Loan.  The Mortgage Loan requires the related Mortgagor to
    be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and
    the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.	27a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises,
    certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force
    and effect.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan
    Seller had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or other approvals necessary
    for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material
    licenses, permits, franchises or certificates of occupancy could materially and adversely affect the use and/or operation
    of the Mortgaged Property as it was used and operated as of the date of origination.  If such a notation or other
    indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	27c	Review
    the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which
    the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and building laws.  If
    such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	  28.  Recourse
    Obligations.  The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be 	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the
    events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 	Mortgage
    Loan Documents


 




    Exhibit QQ-22


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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); (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.	 	28.  If
    such provisions are found, it will be a Test pass.	 
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty
    28.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	  29.  Mortgage
    Releases.  The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of
    any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
    by principal repayment of not less than a specified percentage at least equal to 115% of the related allocated loan amount
    of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance
    defined in 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 	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
    	Mortgage
    Loan Documents


 




    Exhibit QQ-23


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 after the release (reduced for any lien senior to, and any
    lien in parity with, the lien of the Mortgage Loan) 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 for any lien senior to, and any lien in parity with, the lien of 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, 	 	Loans
    originated after December 6, 2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to the
    outstanding principal amount of the Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value
    of the real property securing such Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue
    Procedure 2010-30.  If so determined, it will be a Test pass.	 
	29c	Review
    the Mortgage Loan Documents to determine if there are provisions that provide that, for any Mortgage Loan originated after
    December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision
    or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal
    balance of the Mortgage Loan or Whole Loan in an amount not less than the amount required by the REMIC Provisions and, to
    such extent, may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
    account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
    (reduced for any lien senior to, and any lien in parity with, the lien of the Mortgage Loan) is not equal to at least 80%
    of the remaining principal balance of the Mortgage Loan or Whole Loan.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	29d	Review
    the Mortgage Loan Documents to determine if, for any Mortgage Loan originated after December 6, 2010 and is secured by
    more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan, the Mortgage Loan does not permit
    the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
    condemnation, if the ratio of the value of the remaining Mortgaged Property to 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 	Mortgage
    Loan Documents


 




    Exhibit QQ-24


     


    

 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	Test
    pass.	 
	  30.  Financial
    Reporting and Rent Rolls.  Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage
    with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant
    properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial
    statements, which annual financial statements (i) with respect to each Mortgage Loan with more than one Mortgagor are
    in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related
    combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement
    of income for the Mortgaged Properties on a combined basis and (ii) for each Mortgage Loan with an original principal
    balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the
    owner or holder of the Mortgage.	30a	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) and annual operating statements.  If so determined, it will
    be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of
    the in-place base rent.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	30c	Review
    the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the Mortgage Loan, and if  so
    determined, review to determine if the  annual financial statements for each are required to be in the form of an
    annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements
    of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the
    Mortgaged Properties on a combined basis.  If so determined with respect to each part of this Test, it will be a
    Test pass.	Mortgage
    Loan Documents
	30d	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and 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


 






    Exhibit QQ-25


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	31.   Acts
    of Terrorism Exclusion.  With respect to each Mortgage Loan over $20 million, the related special-form
    all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements)
    do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
    Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
    referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy.  With respect to each other Mortgage Loan, the related special all-risk insurance policy and business
    interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
    of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude
    Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive
    or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except
    to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms.	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If
    so determined, review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer
    meeting the Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism from coverage,
    or if they do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property.  If
    so determined, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policies; Diligence File
	31b	Review
    the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If
    so, review the related special all-risk insurance policy and business interruption policy to determine if they do not, as
    of the date of origination of the Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such coverage
    is excluded, it is covered by a separate terrorism insurance policy.  If so determined with respect to each part
    of this Test, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policy
	31c	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption
    policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property
    was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass	Mortgage
    Loan Documents; Insurance Policy
	31d	Review
    the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for acts
    of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability
    on commercially reasonable 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 	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 	Mortgage
    Loan Documents


 






    Exhibit QQ-26


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	        of
    the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable
    to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, such as transfers
    of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality
    and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property,
    or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other
    than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers
    to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest
    in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated
    in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents,
    (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within
    the parameters of paragraphs 29 and 34 in this Exhibit B, 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.	 	determined,
    it will be a Test pass.	 
	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
	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 	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


 






    Exhibit QQ-27


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	        provide
    that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million or more
    has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan
    has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents)
    provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or
    more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such
    Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related
    Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest
    in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s)
    or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those
    of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the
    related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	33b	Examine
    the Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the Mortgage Loan.  If the Mortgage
    Loan had a Cut-off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s
    organizational documents to determine if they require that the Mortgagor is a Single Purpose Entity.  If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents; Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents
	33c	Review
    the Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to Mortgage Loans with a Cut-off
    Date Balance of $20 million, review the Mortgagor’s Counsel Opinion for an opinion regarding non-consolidation
    of the Mortgagor.  If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Purchase Agreement; PSA; Mortgagor’s Counsel Opinion
	34.   Defeasance.  With
    respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of
    conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the
    Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the
    meaning of Treasury Regulations Section 1.860G-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 	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-28


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	        defeasance,
    the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal
    to a specified percentage at least equal to 115% of the allocated loan amount for the real property to be released; (iv) the
    defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required
    to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled
    payments under the Mortgage Note as set forth in (iii) above, (vi) if the Mortgagor would continue to own assets in addition
    to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed
    (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion
    of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and
    (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific
    condition precedent thereto) and all other reasonable 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 	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	Ground
    Lease; Ground lessor’s estoppel


 






    Exhibit QQ-29


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 ground
                                         lessor in favor of the Mortgage Loan Seller, its successors and assigns:

         

        (A)      The
        ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect
        the security provided by the related Mortgage. To the Mortgage Loan Seller’s knowledge, no material change in the
        terms of the ground lease had occurred since its recordation, except by any written instruments which are included in
        the related Mortgage File;

         

        (B)      The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease)
        that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender
        and that any such action without such consent is not binding on the lender, its successors or assigns;

         

        (C)      The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all 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

         
	 	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.	 
	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


 






    Exhibit QQ-30


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	successors
                                         and assigns without the consent of the lessor thereunder, and in the event it is so assigned,
                                         it is further assignable by the holder of the Mortgage Loan and its successors and assigns
                                         without the consent of the lessor;

         

        (F)      The
        Mortgage Loan Seller has not received any written notice of default under or notice of termination of such ground lease.
        To the Mortgage Loan Seller’s knowledge, there is no default under such ground lease and no condition that, but
        for the passage of time or giving of notice, would result in a default under the terms of such ground lease. 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

         
	36h	Review
    the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine if the Ground Lease does not place
    restrictions on the identity of the Mortgagee, as determined by the Asset Representations Reviewer.  If so determined,
    it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36i	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the
    holder of any Mortgage Loan and its successors and assigns without the consent of the lessor, and in the event of such assignment,
    it is further assignable by the holder of any Mortgage Loan and its successors and assigns without the consent of the lessor.  If
    so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36j	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has received
    any written notice of default under or notice of termination of such Ground Lease.  If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	36k	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan 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 	Ground
    Lease; Estoppel  (or other agreement of the ground lessor)


 






    Exhibit QQ-31


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	or
        restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any
        accrued interest;

         

        (K)      In
        the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

         

        (L)       Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in
        a bankruptcy proceeding.

         
	 	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.	 
	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 	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents


 






    Exhibit QQ-32


     


    

 





	Representations
    and Warranties	 	Test	Review
    Materials
		 	restoration,
    will be applied first to the payment of the outstanding principal balance of any Mortgage Loan, together with any accrued
    interest.  If so determined, it will be a Test pass.	 
	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-33


     


    

 

	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 three years then
    for such shorter period of time.  If 	Operating
    statements


 






    Exhibit QQ-34


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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 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-35


     


    

 

	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 Mortgage Loan within 12 months prior to its origination
    date (or an 	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 will be performed:  (43b-1 through 43b-5)	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-36


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	        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 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	 	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 insurer rated no less than A- (or the equivalent) by Moody’s Investors Service,
        Inc., S&P Global Ratings and/or Fitch

         
	 


 






    Exhibit QQ-37


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	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 of
    the policy’s term and the term of such policy extends at least five years beyond the maturity of the Mortgage Loan.	 	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
	43f	Review
    the Diligence File to determine if there exists a property condition assessment or engineering report.  For 	Diligence
    File; Property condition assessment; 


 






    Exhibit QQ-38


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	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 (c) an engineering or other report provided to the Policy Issuer.  If such a notation
    or other indication is not found, it will be a Test pass.	MS
    Servicer Notices


 






    Exhibit QQ-39


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	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 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 	MS
    Servicer Notices; Certified Rent Roll


 






    Exhibit QQ-40


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	 
	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 respects as of the Cut-off Date and contains all information
    required by the PSA to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset
    summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies,
    it will be a Test pass.	Mortgage
    Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report


 






    Exhibit QQ-41


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	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 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-42


     


    

 


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)

JPMCC Commercial Mortgage Securities Trust Series 2017-JP6

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of June 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,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells
Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head
	Pentalpha
Surveillance

LLC 375 N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
JPMCC 2017-JP6 Transaction Manager

	 	 
	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

         

        Facsimile
Number: (305) 229-6425

        Email: liat.heller@rialtocapital.com,


        jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com



 


		Attention:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of June 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, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and
Pentalpha Surveillance LLC, as 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 JPMCC Commercial Mortgage Securities Trust
2017-JP6, Commercial Mortgage Pass-Through Certificates, Series 2017-JP6
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




     Exhibit SS-2


     


    

 


EXHIBIT
TT


 


CERTIFICATE
ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES


 


June
16, 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

	RREF
    III-D AIV RR, LLC

    c/o Rialto Capital Management LLC

    600 Madison Avenue, 12th Floor

    New York, New York 10022

    Attention:  Josh Cromer

                         Joseph Bachkosky	 



 

		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-JP6 



 


In
accordance with Section 5.02(e) of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of $29,499,000 of the Class E-RR (CUSIP No. 4812KAD3), $16,715,000 of
the Class F-RR (CUSIP No. 48128KAF8), $7,867,000 of the Class G-RR (CUSIP No. 48128KAH4) and $26,548,166 of the Class NR-RR (CUSIP
No. 48128KAK7) Certificates in the form of Definitive Certificates, which constitutes the Class E-RR, Class F-RR, G-RR and Class
NR-RR Certificates, as defined in the Agreement, for the benefit of RREF III-D AIV RR, LLC, the initial Third Party Purchaser.
A copy of such Certificates is attached as Exhibit A-1.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 






     Exhibit TT-1


     


    

 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     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)


 


		Attention:	Corporate
                                         Trust Services (CMBS) - JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-JP6



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
June 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, Rialto Capital Advisors, LLC as Special Servicer, 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)


 


		Attention:	Corporate
                                         Trust Services (CMBS) - JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-JP6



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
June 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, Rialto Capital Advisors, LLC as Special Servicer, 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


     


    

 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


1.    
245 Park Avenue


2.    
211 Main Street


3.    
740 Madison


4.    
Bingham Office Center 


5.    
Apex Fort Washington


6.    
Moffett Gateway


7.    
NW Florida Apartment Portfolio


 




    	Schedule 1-1



     


    

 


SCHEDULE
2


 


CLass
A-SB Planned Principal Balance Schedule


 



	Distribution
Date
	Balance($)

	7/15/2017	33,632,000.00
	8/15/2017	33,632,000.00
	9/15/2017	33,632,000.00
	10/15/2017	33,632,000.00
	11/15/2017	33,632,000.00
	12/15/2017	33,632,000.00
	1/15/2018	33,632,000.00
	2/15/2018	33,632,000.00
	3/15/2018	33,632,000.00
	4/15/2018	33,632,000.00
	5/15/2018	33,632,000.00
	6/15/2018	33,632,000.00
	7/15/2018	33,632,000.00
	8/15/2018	33,632,000.00
	9/15/2018	33,632,000.00
	10/15/2018	33,632,000.00
	11/15/2018	33,632,000.00
	12/15/2018	33,632,000.00
	1/15/2019	33,632,000.00
	2/15/2019	33,632,000.00
	3/15/2019	33,632,000.00
	4/15/2019	33,632,000.00
	5/15/2019	33,632,000.00
	6/15/2019	33,632,000.00
	7/15/2019	33,632,000.00
	8/15/2019	33,632,000.00
	9/15/2019	33,632,000.00
	10/15/2019	33,632,000.00
	11/15/2019	33,632,000.00
	12/15/2019	33,632,000.00
	1/15/2020	33,632,000.00
	2/15/2020	33,632,000.00
	3/15/2020	33,632,000.00
	4/15/2020	33,632,000.00
	5/15/2020	33,632,000.00
	6/15/2020	33,632,000.00
	7/15/2020	33,632,000.00
	8/15/2020	33,632,000.00
	9/15/2020	33,632,000.00
	10/15/2020	33,632,000.00
	11/15/2020	33,632,000.00



 





	Distribution
Date
	Balance($)

	12/15/2020	33,632,000.00
	1/15/2021	33,632,000.00
	2/15/2021	33,632,000.00
	3/15/2021	33,632,000.00
	4/15/2021	33,632,000.00
	5/15/2021	33,632,000.00
	6/15/2021	33,632,000.00
	7/15/2021	33,632,000.00
	8/15/2021	33,632,000.00
	9/15/2021	33,632,000.00
	10/15/2021	33,632,000.00
	11/15/2021	33,632,000.00
	12/15/2021	33,632,000.00
	1/15/2022	33,632,000.00
	2/15/2022	33,632,000.00
	3/15/2022	33,632,000.00
	4/15/2022	33,632,000.00
	5/15/2022	33,631,275.71
	6/15/2022	33,093,866.64
	7/15/2022	32,502,911.38
	8/15/2022	31,960,731.79
	9/15/2022	31,416,260.91
	10/15/2022	30,818,442.48
	11/15/2022	30,269,141.71
	12/15/2022	29,666,629.26
	1/15/2023	29,112,457.96
	2/15/2023	28,555,944.22
	3/15/2023	27,845,109.04
	4/15/2023	27,283,231.52
	5/15/2023	26,668,496.12
	6/15/2023	26,101,642.27
	7/15/2023	25,482,070.52
	8/15/2023	24,910,198.48
	9/15/2023	24,335,908.47
	10/15/2023	23,709,109.73
	11/15/2023	23,129,738.96
	12/15/2023	22,498,002.38
	1/15/2024	21,913,508.12
	2/15/2024	21,326,542.03
	3/15/2024	20,637,753.95
	4/15/2024	20,045,388.38





 






    	Schedule 2-1



     


    

 


	Distribution
Date
	Balance($)

	5/15/2024	19,401,022.50
	6/15/2024	18,803,842.20
	7/15/2024	18,193,808.22
	8/15/2024	17,627,398.31
	9/15/2024	17,058,602.60
	10/15/2024	16,441,452.72
	11/15/2024	15,867,659.47
	12/15/2024	15,245,652.69
	1/15/2025	14,666,820.00
	2/15/2025	14,085,548.68
	3/15/2025	13,365,166.13
	4/15/2025	12,778,405.14
	5/15/2025	12,143,795.56
	6/15/2025	11,551,886.36
	7/15/2025	10,912,273.46
	8/15/2025	10,315,172.89
	9/15/2025	9,715,556.00
	10/15/2025	9,068,452.31
	11/15/2025	8,463,579.40
	12/15/2025	7,811,367.60
	1/15/2026	7,201,194.59
	2/15/2026	6,588,449.64
	3/15/2026	5,839,518.36
	4/15/2026	5,221,028.41
	5/15/2026	4,555,582.78
	6/15/2026	3,931,678.48
	7/15/2026	3,260,970.85
	8/15/2026	2,631,606.75
	9/15/2026	1,999,589.08
	10/15/2026	1,320,996.39
	11/15/2026	683,450.86
	12/15/2026
    and thereafter	0.00


 




    	Schedule 2-2



     


    

 


SCHEDULE
3


 


Mortgage
Loans With ESCROWS OR RESERVES EXCEEDING, IN
THE AGGREGATE, 10% OF THEIR RESPECTIVE INITIAL PRINCIPAL BALANCES


 


	Loan
    

No.	Loan
    Name	Reserve
    Type	Reserve


    Amount
	1	245
    Park Avenue	Capital
Expenditures Reserve

        Insurance
Reserve

        Outstanding
Rollover/Free Rent Reserve
	$47,738

        $227,000

        $11,431,608

	4	740
    Madison	Real
Estate Tax Reserve

        Debt
Service Reserve

        Rent
Credit Reserve
	$2,595,218

        $5,190,000

        $2,000,000

	7	2950
    North Hollywood Way	Real
Estate Tax Reserve

        Outstanding
TI/LC Reserve

        Free
Rent Reserve
	$2,595,218

        $9,314,933

        $3,254,778

	8	Marriott
    Colorado Springs	Capital
Expenditures Reserve

        PIP
Reserve
	$32,612

        $8,056,252

	14	Apex
    Fort Washington	Engineering
Reserve

        TI/LC
Reserve

        Real
Estate Tax Reserve

        Insurance
Reserve

        Concessions
Reserve

        Outstanding
TI/LC Reserve

        Astra
Zeneca TI/LC Reserve
	$125,581

        $704,651

        $349,538

        $14,782

        $2,736,408.23

        $2,206,689.39

        $1,570,000

	15	Moffett
    Gateway	TI/LC
Reserve

        Real
Estate Tax Reserve

        Outstanding
TI/LC Reserve

        Free
Rent Reserve
	$4,130

        $180,864

        $49,386,882

        $37,575,033

	34	1201
    Oak Lawn	Capital
Expenditures Reserve

        Real
Estate Tax Reserve

        Outstanding
TI/LC Reserve

        Free
Rent Reserve
	$436

        $34,063

        $806,078

        $334,163



 






    	Schedule 3-1